Australia, June 5 -- New South Wales Land and Environment Court issued text of the following judgement on May 6:

1. These proceedings concern a contract entered into on 5 December 2024 for the sale and purchase of the land known as 262 Castlereagh Street, Sydney and 271 Elizabeth Street, Sydney (the Property) between The Returned and Services League of Australia (New South Wales Branch) (RSL) as vendor and CE Hyde Park Pty Limited (CEHP) as purchaser (the Contract).

2. The Contract came into existence as a result of CEHP exercising its call option under a Deed of Put and Call Option that had been entered into on 6 December 2020 between RSL (as grantor) and CEHP (as grantee) (the Option Deed).

3. The parties have fallen into dispute about the date on which the Contract is to be completed, about the contractual process for determining the amount of the price payable to RSL on completion, about whether CEHP is required to consent to the registration of a certain lease that RSL has granted to a related entity over part of the Property (the Board Room Lease), and about whether CEHP is required to reimburse RSL for certain valuation costs that it has incurred under the Contract.

4. CEHP commenced these proceedings by Summons filed on 11 March 2025 seeking declaratory and other relief concerning the date on which the Contract is to be completed and the validity of its appointment of a valuer for the purpose of a contractual procedure to determine an integer of the price to be paid to RSL on completion.

5. RSL filed a Cross-Summons on 17 March 2025 seeking a declaration that it is entitled to issue a notice to complete the Contract, a further declaration that CEHP is required to consent to the registration of the Board Room Lease and an order requiring it to do so within two days, and judgment in the amount of the valuation costs incurred by RSL under the Contract that it contends CEHP is liable to pay.

Salient facts

The Property

6. In or before 2020, RSL published an Information Memorandum:

"... seeking proposals from experienced developers and investors for the purchase of 271 Elizabeth Street (Hyde Park Inn) and 262 Castlereagh Street, Sydney, NSW."

7. As explained in the Information Memorandum, those two properties adjoin one another. At the time of the Information Memorandum, 262 Castlereagh Street was vacant and was not subject to any leases or licences. RSL was operating the Hyde Park Inn business at 271 Elizabeth Street. The whole of the Property was the subject of an existing development consent for the construction of a new hotel at 262 Castlereagh Street, the refurbishment of the rooms in the Hyde Park Inn at 271 Elizabeth Street, and the connection of the two buildings. That development consent would expire on 18 May 2022. The Information Memorandum described the Property as well suited to a range of uses, including luxury apartments, a four-star hotel, or an A-Grade office building, given its location opposite Hyde Park, its close proximity to public transport, and its proximity to commercial precincts, schools and universities, several retail and entertainment precincts, Chinatown, and the International Convention Centre.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/1968961d46bdc41e67919432)

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