Parties executed standard form contract for sale of land
Respondent paid initial 10 per cent deposit and instalment but failed to pay settlement sum
Quick Take
1Under cl 28.4 of the standard form Victorian contract for sale of land, the vendor's right to retain instalments paid by a defaulting purchaser under paragraph (d) is dependent on the vendor having exercised one of the remedial options in paragraph (c) within the stipulated two-year time limit; paragraph (d) does not operate as freestanding security for common law damages claims pursued outside that period.
2Paragraphs (a)–(e) of cl 28.4 are both cumulative and interdependent, as indicated by their sequential arrangement and the repeated conjunction 'and'; the two-year time limit in paragraph (c) has substantive work to do in relation to paragraph (c)(i) only if the retention right in paragraph (d) depends on having taken action under paragraph (c).
3The use of the definite article 'the vendor's damages' in paragraph (d), as distinct from the broader 'any determination' language in paragraph (e), indicates that paragraph (d) refers specifically to the two kinds of damages contemplated by paragraph (c), not to damages claims at large.
