AMC C11 Pty Ltd v Crown Medical Group Ltd [2025] NSWSC 1030

Catchwords: CONTRACTS – sale and purchase of a business – where contract rescinded for failure to complete a special condition – where purchaser is entitled to recovery of deposit paid under standard form contract clause. CIVIL PROCEDURE – plaintiff’s application seeking default judgment – where statement of claim does not seek judgment in the amount of the deposit as a liquidated sum – no defence filed by vendor – Uniform Civil Procedure Rules 2005 (NSW), r 16.10 – where evidence and pleadings show purchaser’s cause of action in recovering deposit – default judgment entered for the plaintiff and costs ordered Supreme Court New South Wales Medium Neutral Citation: AMC C11 Pty Ltd v Crown Medical Group Ltd [2025] NSWSC 1030 Hearing dates: 5 September 2025 Date of orders: 5 September 2025 Decision date: 09 September 2025 Jurisdiction: Equity - Applications List Before: Parker J Decision: See [16] Catchwords: CONTRACTS – sale and purchase of a business – where contract rescinded for failure to complete a special condition – where purchaser is entitled to recovery of deposit paid under standard form contract clause. CIVIL PROCEDURE – plaintiff’s application seeking default judgment – where statement of claim does not seek judgment in the amount of the deposit as a liquidated sum – no defence filed by vendor – Uniform Civil Procedure Rules 2005 (NSW), r 16.10 – where evidence and pleadings show purchaser’s cause of action in recovering deposit – default judgment entered for the plaintiff and costs ordered Legislation Cited: Uniform Civil Procedure Rules 2005 (NSW) rr 16.6, 16.10 Category: Principal judgment Parties: Principal proceedings AMC C11 Pty Limited (Plaintiff) Crown Medical Group Limited (Defendant) Notice of Motion filed 13 August 2025 AMC C11 Pty Limited (Plaintiff/Applicant) Representation: Counsel: C Beshara (Plaintiff/Applicant) Solicitors: Doorkeeper Legal (Plaintiff/Applicant) File Number(s): 2024/464295 Publication restriction: Nil JUDGMENT - EX TEMPORE Revised from transcript ; issued on 9 September 2025 In these proceedings, the plaintiff, who is the purchaser under a contract for the sale and purchase of a business, seeks to recover its deposit from the defendant , who is the vendor under that contract. The business in question is a medical centre located in the Wollongong suburb of Figtree. The contract has been rescinded , and the plaintiff now moves for default judgment. The contract wa s a L aw S ociety of New South Wales standard form c ontract for the sale and purchase of business – 2021 e dition , consisting of 36 standard form ( “ SF ” ) clauses . There we re also additional special condition ( “ SC ” ) clauses . The purchase price of the business under the contract wa s $3.55 million. The deposit was $371,700. SF cl 48.1 contained an acknowledgement that th is deposit had already been paid. This was because the contract was entered into further following the rescission of an earlier contract for the sale and purchase of the same business . S C cl 49.2 set out various conditions upon which completion depended. SC cl 49.6 provided that if any of those conditions w ere not satisfied, then either party might, by notice, rescind the contract. S F cl 23.2.1 provided that , upon rescission of the contract , the purchaser was entitled to a refund of its deposit. One of the conditions upon which completion depended was the grant to the purchaser of a new lease over the premises where the business was being conducted. That c ondition was not satisfied by the date specified in the contract , which was 1 November 2024. On 4 November, the solicitors for the vendor issued a notice of rescission. Their correspondence alleged that the failure to obtain the lease of the premises by the relevant date was due to a default on the part of the purchaser. The letter further asserted that , as a result, the vendor had suffered damage in an amount exceeding the deposit. Accordingly, the vendor ’ s solicitors intimated that the deposit mon ies , which were being held by them in their trust account , would be paid into c ourt , and that was done , resulting in separate proceedings in the Equity Division of this Court (with matter number 2024/00462072) . The s olicitors for the purchaser disputed the allegation that the contract had gone off as a result of the ir client ’ s default. The present proceedings were commenced by a statement of claim on 13 December 2024 . On 23 December, an appearance was entered on be half of the defendant by Ms Ranjani Sundar of the law firm , HFW Australia. Proceedings came before the R egistrar for case management in the usual way. On 17 June 2025 , the R egistrar directed that the vendor file its defence by 27 June. These orders were made following negotiations between the solicitors for the parties and with the consent of the vendor ’ s solicitors. The defence, however, was not filed by the date required by the directions, and no defence has been filed by the vendor in the proceedings since. On 10 July 2025 , Ms Sundar filed a notice of ceasing to act for the vendor . S ince then , it has been unrepresented in the proceedings. The purchaser ’ s notice of motion before me was filed on 6 August. It seeks judgment against the vendor in the amount of $ 371,700, being the deposit monies paid, together with interest and the maximum costs which may be recovered on an application such as this under the Uniform Civil Procedure Rules ( “ UCPR ” ) . The application is supported by an affidavit which satisfies the requirements of UCPR r 16.6(2). T here i s evidence before the Court of the service of the notice of motion and supporting affidavit on the vendor at its registered office. The notice of motion also seeks a “ declaration ” that the sum of money paid into court in the other proceedings constitutes the deposit under the contract, and that the plaintiff is entitled to have those mon ies paid out of court. I was informed from the bar table that there is a question as to the solvency of the vendor. The purpose of seeking the declaration is to ensure that the purchaser may satisfy its entitlement to have the deposit repaid out of the mon ies which have been paid into court. So far as I c an see, there is no basis for that claim. Counsel accepted that the purchaser ’ s entitlement to have the deposit refunded was an unsecured one. Although , in an appropriate case, the Court might shortcut recovery of an unsecured claim by ordering the payment of mon ies out of court, it would be quite inappropriate to do so if there is any question about the vendor ’ s solvency. Accordingly, I indicated that I would not make the declaration sought by the purchaser . If an application is to be made to have the mon ies paid out of court , it should be made in th e other proceedings. This brings me back to the claim for the entry of judgment , and costs. As it happens, the amended statement of claim does not contain a prayer for relief seeking the entry of judgment for the amount of the deposit as a liquidated sum. However, that does not matter. UCPR r 16.10 provides : 16.10 Judgment not limited by plaintiff’s claims for relief W hatever the plaintiff’s claims for relief against a defendant in default, the court may, on application by the plaintiff, give such judgment against the defendant as the plaintiff appears to be entitled to on his or her statement of claim. The evidence before the Court establishes that the plaintiff is entitled to a refund of the deposit. I am satisfied that the statement of claim sufficiently pleads the elements of the plaintiff ’ s cause of action to recover it . Accordingly, I consider that the plaintiff is prima facie entitled to default judgment under the UCPR , and there is no discretionary factor which would dissuade the Court from making that order. In the course of the hearing, it was revealed that the purchaser had earlier provided security for costs in the sum of $30,000. Counsel for the purchaser sought to have this amount released. Although not claimed in the notice of motion, I think this order is consequential upon it, and no unfairness will be done to the vendor if I make the order now. Indeed, it will be a more efficient course than requiring a further application with inevitable further costs. The orders of the Court are : Direct judgment for the plaintiff against the defendant in the amount of $371,700 together with interest down to judgment in the sum of $23,182. Order that the defendant pay the plaintiff ’ s costs in the amount of $1,596 and filing fees in the sum of $3,699. Order that the security lodged by the plaintiff for the costs of the defendant be released to the plaintiff forthwith. ********** DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment or decision. The onus remains on any person using material in the judgment or decision to ensure that the intended use of that material does not breach any such order or provision. Further enquiries may be directed to the Registry of the Court or Tribunal in which it was generated. Decision last updated: 09 September 2025