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In Al Maha Pty Ltd v Coplin [2017] NSWCA 318, a buying agent offered to purchase a property with an 18 month settlement. Both parties learned that the land could be rezoned to high density residential. The transaction was to be carried out by use of put and call options. However the owner complained was that he was deprived of the opportunity to take legal advice. The primary judge agreed and held that the option agreement was unjust under the Contract Review Act 1980 (NSW).

The Court of Appeal overturned this decision and held that a contract can be considered “unjust” if a defendant has engaged in conduct depriving the claimant of a real or informed choice to enter into a contract. A contract that is merely not in the interest of the claimant or where a claimant had no independent legal advice does not render the contract unjust. The Court also highlighted other relevant considerations for potentially unjust contracts including inequality in bargaining power and the public interest test. Read full case.

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