The High Court today allowed an appeal from the Supreme Court of New South Wales which stated that ALH Group Property Holdings Pty Limited (ALH) was not entitled to a refund of stamp duty in respect of a cancelled agreement for the purchase of a property.
A company, Trust Company Fiduciary Services Limited (Trust), contracted to purchase the property from the registered owner, Oakland Glen Pty Limited (Oakland). In June 2008, Oakland, Trust and ALH executed a deed under which Trust assigned its rights as purchaser under the original contract to ALH.
In October 2008, a new contract was entered into by ALH and Oakland, which cancelled the original deed. ALH and Oakland then entered into a new contract for the sale of property.
The primary issue arising from these transactions was whether the October 2008 deed cancelled an "agreement for the sale or transfer of dutiable property", within the meaning of s 50(1) of the Act.
The High Court held that the June 2008 deed discharged the original contract and substituted a new contract between Oakland and ALH. The High Court rejected a submission that Oakland's obligations as vendor continued to have their source in the original contract, holding that it was necessarily to be implied from the June 2008 deed that Oakland would transfer the property to ALH on payment of the balance of the purchase price.
By cancelling the June 2008 deed, the October 2008 deed therefore cancelled an "agreement for the sale or transfer of dutiable property" within the meaning of s 50(1) of the Act.
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