The case of Samm Property Holdings Pty Ltd v Shaye Properties Pty Ltd was an appeal against

orders made by a judge of the Supreme Court of NSW for the rectification of a contract for the sale relating to commercial property and for the payment of interest pursuant to that rectified contract.

The appellant, SAMM Property Holdings was the successful bidder at an auction to purchase a property owned by the respondent, Shaye Properties. The contract for sale was to provide for a purchase price of $3.325 million, inclusive of GST. The dispute surrounded whether the price was intended to be inclusive or exclusive of GST. At trial, the judge accepted the respondents evidence, and held that SAMM’s witnesses must have heard the auctioneer’s statements that the price would be exclusive of GST at the auction and intended to bid on that basis.

SAMM then appealed to the NSW Court of Appeal, but the appeal was dismissed because the appellant had not established that the primary judge had erred in concluding that the parties common interest at the time of the contract was that the price would be exclusive of GST.

The judge was entitled to place a high degree of weight on the note authored by the auctioneer, especially as it was corroborated by other witnesses and consistent with other evidence. This case illustrates the importance of retaining clear and convincing evidence (including creating contemporaneous notes), in contractual disputes. 

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