CHEHADE & SONS CONSTRUCTIONS PTY LTD In Person v LAWRDO SUPER PTY LTD In Person [2026] SADC 3

First Applicant: CHEHADE & SONS CONSTRUCTIONS PTY LTD In Person Counsel: MR A LAZAREVICH - Solicitor: FLETCHER & LAWSON Second Applicant: PROPERTY PARTNERS PTY LTD In Person Counsel: MR A LAZAREVICH - Solicitor: FLETCHER & LAWSON First Respondent: LAWRDO SUPER PTY LTD In Person Counsel: MR E BELPERIO - Solicitor: WRP LEGAL Second Respondent: LAWRDO INVESTMENTS PTY LTD In Person Counsel: MR E BELPERIO - Solicitor: WRP LEGAL Hearing Date/s: 14/08/2024 to 16/08/2024, 19/08/2024 to 21/08/2024, 23/08/2024, 09/10/2024 File No/s: CIV-22-002846 B DISTRICT COURT OF SOUTH AUSTRALIA (Civil) DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment. The onus remains on any person using material in the judgment 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 in which it was generated. CHEHADE & SONS CONSTRUCTIONS PTY LTD & ANOR v LAWRDO SUPER PTY LTD & ANOR (No 2) [2026] SADC 3 Judgment of her Honour Judge Thomas 27 January 2026 CONTRACTS - GENERAL CONTRACTUAL PRINCIPLES - FORMATION OF CONTRACTUAL RELATIONS CONTRACTS - GENERAL CONTRACTUAL PRINCIPLES - DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH EQUITY - GENERAL PRINCIPLES - FIDUCIARY OBLIGATIONS - PARTICULAR CASES - JOINT VENTURER DAMAGES - ASSESSMENT OF DAMAGES IN ACTIONS FOR BREACH OF CONTRACT - GENERALLY The parties were involved in residential property developments established as joint ventures for mutual profit. This proceeding concerns disputed claims for four joint ventures. The first applicant seeks damages for its alleged contractual entitlement to be the builder for the residential property development known as O’Connell Street. It also seeks payment of six unpaid invoices for O’Connell Street and two other residential property developments known as Radar Street and Upton Street/Chicklade Street. The second applicant seeks compensation for the respondents’ breaches of alleged contractual and fiduciary duties in failing to account for its 50% profit share from the developments known as Radar -- 1 of 105 -- Street, Upton Street/Chicklade Street and O’Connell Street. It also seeks payment of three unpaid invoices for the Radar Street, Connie Street and O’Connell Street developments. The applicants further seek declarations, ancillary relief, interest and costs. At trial, the respondents conceded that two unpaid invoices were properly payable. Otherwise, the respondents deny the applicants are entitled to the relief sought on grounds that the parties’ joint venture arrangements were initially governed by the terms of a written Project Manager Services Agreement, thereby disputing the initial terms upon which interest was to be calculated in determining joint venture profit, which terms were then allegedly varied. They further contend that in early 2020 the parties’ principals agreed to end profit sharing. Accordingly, the respondents’ principal was entitled to and lawfully ended the applicants’ participation in the O’Connell Street development. In the circumstances they contended for, the respondents deny a fiduciary relationship existed between them and the second applicant. There are also questions as to whether any estoppels arise in the absence of the Court finding the parties’ existing agreement for any joint venture was varied as alleged by the respondents and a minor question about set off for GST allegedly paid by the respondents on their very first joint venture. Held: 1. There is no overarching joint venture agreement between the parties that governs all of the developments. A series of joint venture agreements was made and each was property specific. 2. The first applicant was not a party to any joint venture agreement on terms entitling it to carry out the building works required for subsequent joint ventures. However, there was a binding agreement for the first applicant to be the builder for the O’Connell Street joint venture. 3. No agreement was made in early 2020 to end the second applicant’s existing entitlement to share profits equally for any of the disputed joint ventures. 4. There was no agreement for the terms of the draft Project Manager Services Agreement to apply to the parties’ property development joint ventures going forward, and therefore no agreement to vary the parties’ existing agreement for calculating interest in determining joint venture profit for the disputed joint ventures. 5. There was also no agreement made in July 2019 to vary the parties’ existing agreement for calculating interest in determining joint venture profit for any of the disputed joint ventures. 6. Accordingly, in determining profit for the disputed joint ventures, interest as a project cost is to be calculated on 80% of the purchase price at an interest rate of 6.5%, the rate agreed in February 2018. 7. The first applicant is entitled to contractual damages in the amount of $502,700 including GST for the O’Connell Street joint venture. 8. The first applicant is entitled to judgment against the second respondent in the following amounts: 1. $440 including GST for its invoice no. 0107 dated 17 December 2020; 2. $16,233.30 including GST for its invoice no. 0122 dated 24 March 2021; 3. $32,870 including GST for its invoice no. 0126 dated 20 May 2021; 4. $617 including GST for its invoice no. 0118 dated 28 May 2021; 5. $7,810 including GST for its invoice no. 0140 dated 11 August 2021. -- 2 of 105 -- 9. The second applicant is entitled to judgment against the first respondent in the following amounts: 1. $10,000 including GST for its unpaid invoice no. 0009-1 dated 27 February 2020 for reimbursement of marketing commission for Connie Street. 2. $600 (no GST) for its unpaid invoice no. 0009-2 dated 27 February 2020 for the reimbursement of wages paid for the O’Connell Street joint venture. 10. The second applicant is entitled to share the profits of the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures in equal proportion with each of the respondents (as the case may be). 11. The second applicant is entitled to an order for payment out of the Lynch Meyer trust account of an amount representing its 50% profit share for the Radar Street joint venture that is to be calculated by adjusting the profit split calculation for interest. Interest as a project cost is to be calculated on the basis of 80% of the purchase price of the Radar Street property at an interest rate of 6.5%. 12. The second applicant is entitled to an order against the second respondent for payment of an amount representing its equal profit share for the Upton Street/Chicklade Street joint venture that is to be calculated by adjusting the profit split calculation for interest. Interest as a project cost is to be calculated on the basis of 80% of the purchase price of the Upton Street/Chicklade Street property at an interest rate of 6.5%. 13. In determining joint venture profit for the O’Connell Street joint venture, no amount is to be allowed for any amount paid to or invoiced by Adelaide Building Consulting, or for any costs incurred in making a second application for subdivision, or for project management or sales consultancy services, but any buyer’s agent commission paid should be allowed as a project cost. 14. The second applicant is entitled to an equitable interest in the net sale proceeds of the 13 allotments comprising the whole of the land comprised in CT Volume 5397 Folio 273 to the extent of its 50% profit share for the O’Connell Street joint venture by reason of the respondents’ breaches of fiduciary duties. 15. The second applicant is entitled to an order against the respondents for payment of an amount representing its 50% profit share for the O’Connell Street joint venture that is to be calculated by adjusting the profit calculation made by Mr McPharlin for interest and sales commission as identified in the reasons for judgment. 16. As regards the second applicant’s claim for breach of fiduciary obligations, it is entitled to the declaration and orders sought for an account of profits or equitable damages at its election. 17. The applicants’ claims for payment of two invoices for Radar Street are dismissed. 18. The respondents’ defences of estoppel and set off for GST fail. Agricultural Rural Finance Pty Ltd v Gardiner (2008) 238 CLR 570; Allen v Carbone (1975) 132 CLR 528; Ancient Order of Foresters in Victoria Friendly Society Ltd v Lifeplan Australia Friendly Society Ltd [2018] HCA 43; (2018) 265 CLR 1; Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540; Bellgrove v Eldridge (1954) 90 CLR 613; Blythe v Northwood [2005] NSWCA 221; (2005) 63 NSWLR 531; Breen v Williams (1996) 186 CLR 71; Built Environs Pty Ltd v Tali Engineering Pty Ltd [2013] SASC 84; Chan v Zacharia (1984) 154 CLR 178; Clark v Macourt (2013) 253 CLR 1; Electricity Generation Corporation v Woodside Energy Ltd & Ors (2014) 251 CLR 640; Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523; Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95; Et-China.com International Holdings Ltd v Cheung (2021) 388 ALR 128; European Bank Ltd v Evans (2010) 240 CLR 432; Film Bars Pty Ltd v Pacific Film Laboratories Pty Ltd (1979) 1 BPR 9251; GC NSW Pty Ltd v Galati [2020] NSWCA 326; Grimaldi v Chameleon Mining NL (No 2) -- 3 of 105 -- [2012] FCAFC 6; (2012) 200 FCR 296; Hadley v Baxendale (1854) 154 ER 145; Holt v Bunney [2020] SASCFC 89; Hospital Products Pty Ltd v United States Surgical Corporation (1984) 156 CLR 41; Howard v Commissioner of Taxation [2014] HCA 21; (2014) 253 CLR 83; Integrated Computer Services Pty Ltd v Digital Equipment Corp (Aust) Pty Ltd (1988) 5 BPR 11,110; John Alexander’s Clubs Pty Ltd v White City Tennis Club Ltd [2010] HCA 19; (2010) 241 CLR 1; Johnson v Perez (1988) 166 CLR 351; King Tide Company Pty Ltd v Arawak Holdings Pty Ltd [2017] QCA 251; Kuehn & Kuehn v Masterton Homes (NSW) Pty Ltd [2020] NSWSC 1049; L Albert & Son v Armstrong Rubber Co (1949) 178 F. 2d 182; Links Golf Tasmania Pty Ltd v Sattler [2012] FCA 634; Pilmer v Duke Group Ltd (in liq) [2001] HCA 31; (2001) 207 CLR 165; Realestate.com.au Pty Ltd v Hardingham & Ors [2022] HCA 39; Robinson v Harman (1848) 154 ER 363; Sagacious Procurement Pty Ltd v Symbion Health Ltd [2008] NSWCA 149; Sion v NSW Trustee & Guardian [2013] NSWCA 337; Tabcorp Holdings Ltd v Bowen Investments Pty Ltd (2009) 236 CLR 272; The Commonwealth v Amann Aviation Pty Ltd (1991) 174 CLR 64; Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165; United Dominions Corporation Ltd v Brian Pty Ltd (1985) 157 CLR 1; Wenham v Ella (1972) 127 CLR 454, considered. -- 4 of 105 -- CHEHADE & SONS CONSTRUCTIONS PTY LTD & ANOR v LAWRDO SUPER PTY LTD & ANOR (No 2) [2026] SADC 3 CONTENTS THE ISSUES ............................................................................................................................................... 3 Background ...................................................................................................................................... 3 The Applicants’ Claims ................................................................................................................... 4 THE TRIAL AND THE EVIDENCE ....................................................................................................... 6 The Witnesses................................................................................................................................... 7 FACTS ....................................................................................................................................................... 21 The Parties...................................................................................................................................... 21 The Beginning ................................................................................................................................ 22 The First Development .................................................................................................................. 23 The Second Development .............................................................................................................. 25 Subsequent Developments ............................................................................................................ 26 2016 Changes.................................................................................................................................. 27 Third Party Ventures .................................................................................................................... 36 Charmaine Avenue Purchase – March 2017............................................................................... 37 Upton Street Purchase – March 2017 .......................................................................................... 38 Glen Rovala Street Purchase – April 2017 .................................................................................. 39 O’Connell Street Purchase Contract – April 2017 ..................................................................... 39 Settlement of O’Connell Street – January 2018 ......................................................................... 40 February 2018 Discussion & Emails ............................................................................................ 40 Upton Street Sale – June 2018 ...................................................................................................... 41 Connie Street Sale – October 2018............................................................................................... 41 January 2019 – Cash Flow Difficulties ........................................................................................ 42 Radar Street Approval – April 2019 ............................................................................................ 42 30 April 2019 Email ....................................................................................................................... 42 5 July 2019 Email........................................................................................................................... 45 Sale of 17 Radar Street – January 2020 ...................................................................................... 46 Sale of Gregory Street – February 2020 ...................................................................................... 46 ‘Early’ 2020 Discussions ............................................................................................................... 47 O’Connell Street – Progress as at March 2020 ........................................................................... 49 Funding O’Connell Street – March 2020 .................................................................................... 50 17A Radar Street – May 2020 ...................................................................................................... 51 O’Connell Street – May to August 2020 ...................................................................................... 51 Chicklade Street – September 2020 ............................................................................................. 52 O’Connell Street – September to November 2020...................................................................... 53 Chicklade Street – December 2020 .............................................................................................. 54 O’Connell Street – January to March 2021 ................................................................................ 54 -- 5 of 105 -- [2026] SADC 3 2 Sale of Chicklade Street – April 2021 .......................................................................................... 55 O’Connell Street – June to August 2021 ..................................................................................... 55 Caveat over O’Connell Street – October 2021............................................................................ 57 Completion of 17A Radar Street – October 2021 ....................................................................... 57 Completion of O’Connell Street ................................................................................................... 57 CONTRACT CLAIMS............................................................................................................................. 58 Issues ............................................................................................................................................... 58 Principles – Ascertainment of terms ............................................................................................ 59 Threshold Questions ...................................................................................................................... 63 Alleged Profit Share Variation ..................................................................................................... 71 Interest and other costs ................................................................................................................. 72 FIDUCIARY DUTY CLAIM................................................................................................................... 85 UNPAID INVOICE CLAIMS ................................................................................................................. 90 Radar Street Invoices – $614 and $500........................................................................................ 90 Connie Street Invoice – $10,000 ................................................................................................... 90 Chicklade Street Invoices.............................................................................................................. 92 O’Connell Street Invoices ............................................................................................................. 96 SET OFF FOR GST ON EARLY JVS ................................................................................................... 98 RELIEF ...................................................................................................................................................... 99 Property Partners .......................................................................................................................... 99 Chehade Constructions ............................................................................................................... 100 -- 6 of 105 -- [2026] SADC 3 3 THE ISSUES Background 1 In December 2011, Mr Nabil Chehade and Mr Dillan Lawrence established a joint venture to acquire and develop a residential property in the northern suburbs of Adelaide under a written agreement made between Mr Chehade’s company, the second applicant, Property Partners Pty Ltd (Property Partners) and Mr Lawrence. At settlement, Mr Lawrence’s company, the second respondent, Lawrdo Investments Pty Ltd (Lawrdo Investments) was nominated as purchaser and became a party to the joint venture. 2 On completion of the development of this property, Property Partners and Lawrdo Investments entered into a second written joint venture agreement on the same fundamental terms for a second property. 3 Property Partners and Lawrdo Investments then undertook and completed five further developments as joint venturers between 2013 and 2016 without recording the terms of their agreement in writing. These developments were referred to by the parties as Dulkura Road, Hawke Street, Goodall Road, Williamson Road and Welsh Crescent. It is common ground that without express agreement, these parties shared profits and losses for these developments in equal proportions and conducted them on the same fundamental terms as they had for the first two joint ventures.1 4 For these early developments, the fundamental terms of these parties’ joint venture agreements are not controversial. Essentially, Mr Chehade through Property Partners would find the property and manage all the development works. Mr Lawrence through Lawrdo Investments would fund the purchase, development and holding costs. On completion of the development, in determining the profit on any development, interest was paid to Lawrdo Investments on 80% of the property’s purchase price at an agreed rate and treated as a joint venture cost. The resulting profits were shared in equal proportions between Property Partners and Lawrdo Investments. 5 These joint venture arrangements changed in 2016. 6 In June 2016, Mr Chehade identified the Radar Street property for development and signed a purchase contract for it in the name of one of his companies and/or nominee(s). He told Mr Lawrence he had found another property. They met face to face over coffee as they usually did and discussed developing it together and some changes to their arrangements going forward. Mr Chehade told Mr Lawrence he had decided to focus on property development fulltime and was not continuing in real estate. There is controversy about what Mr Chehade said at this meeting, if anything, about his construction company having a role in their joint venture arrangements. 1 Statement of Agreed Facts and Issues (FDN 107) MFI 1 [2]. -- 7 of 105 -- [2026] SADC 3 4 7 They discussed Mr Lawrence’s self-managed superannuation fund Lawrdo Super Pty Ltd (Lawrdo Super) participating in funding future developments. Mr Lawrence said he would seek advice from his accountant about structures. Over the following months, they had some further discussions and exchanged several draft contracts proposing changes to the written agreement that had governed their earlier joint ventures. 8 Between December 2016 and January 2018, purchase contracts were settled for a further five properties and they began developing them as joint ventures. These developments were referred to by the parties as Radar Street, Glen Rovala Street and/or Gregory Street,2 Upton Street and/or Chicklade Street,3 Charmaine Avenue and/or Connie Street4 and O’Connell Street. 9 Each development was begun without any written agreement being signed or any express agreement about the terms of the parties’ joint venture, despite the exchange of draft contracts in late 2016. There is consensus however that there was initially an oral agreement made between Mr Chehade and Mr Lawrence on behalf of Property Partners and the respondent companies to share profits, but there is dispute as to the precise terms of their agreement about these developments. 10 There were various difficulties in progressing these developments to completion. In 2018 and 2019, Mr Lawrence proposed changes to the parties’ existing agreement as to interest and the introduction of other funding fees as joint venture costs. There is a dispute about whether this proposal was accepted and agreed by Mr Chehade or not. 11 By February 2020, of these five developments, only the Glen Rovala Street/Gregory Street development had been completed at a small loss. There is an unpleaded dispute about what was agreed with regards to sharing this loss that is only relevant to credit. 12 The remaining four of these five developments are the subject of the claims pressed by the applicants in this proceeding: that is, Radar Street, Upton Street/Chicklade Street, Charmaine Avenue/Connie Street and O’Connell Street. The Applicants’ Claims 13 In summary, the applicants claim the respondents have not properly accounted to them for what is owed for these developments. Property Partners claims common law damages for breach of contract for its 50% profit share for the Radar Street and Upton Street/Chicklade Street joint ventures that were completed before this proceeding was instituted. For the Charmaine Avenue/Connie Street joint venture, 2 The purchased property was a corner block. It was subdivided into a house block on Glen Rovala Street and a vacant block on Gregory Street. 3 The vacant block subdivided from Upton Street was on Chicklade Street. 4 The vacant block subdivided from Charmaine Avenue was on Connie Street. -- 8 of 105 -- [2026] SADC 3 5 Property Partners seeks payment of an unpaid invoice for reimbursement of sales commission it paid and claims is a project cost. 14 For O’Connell Street, the largest development that was completed before trial without the applicants’ participation, the applicants claim the respondents have unlawfully excluded them from and failed to recognise their interests in this joint venture and its assets in breach of their contractual and fiduciary obligations. Property Partners seeks damages for breach of the joint venture agreement in the amount of its lost 50% profit share. Property Partners also seeks declarations that the respondents have breached their fiduciary duties, entitling it to a full accounting, equitable damages and a constructive trust over the land and a charge over the proceeds of sale of O’Connell Street. Property Partners contends the contractual measure is the same as it is for equitable compensation and it will make its election before judgment. 15 Chehade & Sons Constructions Pty Ltd (Chehade Constructions), the first applicant, presses two claims against the respondents. 16 First, it claims payment of outstanding invoices issued to one or other respondent for building work and costs incurred for the Upton Street/Chicklade Street and O’Connell Street developments. 17 Secondly, it claims the potential profit on the construction works it would have undertaken for the O’Connell Street development but for the respondents’ alleged breaches of the parties’ joint venture agreement. 18 The applicants’ case was advanced on the basis of an overarching joint venture agreement on terms arising partly in writing, partly through oral discussions and partly through a past course of dealing that was adopted as the basis for the parties’ developments. For the writing, the applicants rely on the written joint venture agreement that governed the first two developments. 19 The respondents deny that this written joint venture agreement applies to the disputed developments, alleging the parties’ relationship as joint venturers for these developments was governed by a series of agreements, initially made on the terms of a written Project Manager Services Agreement and subsequently varied orally as to interest and to end profit sharing. 20 Ultimately, the parties’ disputes about the terms of their joint venture turn on what passed between the parties’ principals, Mr Chehade and Mr Lawrence during oral discussions at critical junctures in their dealings in 2016, July 2019 and early 2020. 21 There are also questions as to whether any estoppels arise in the absence of the Court finding the parties’ existing agreement for any development was varied as regards interest and profit sharing as alleged by the respondents and a minor question about set off for GST allegedly paid by the respondents on the first joint venture (Baldock Road). -- 9 of 105 -- [2026] SADC 3 6 22 Should the Court find that Property Partners is entitled to share the profits of the Radar Street, Upton Street/Chicklade Street and O’Connell Street developments, the quantum of profits to which it is entitled depends on the Court’s findings as to what was the agreed basis for calculating interest. 23 For O’Connell Street, further questions arise as to whether Chehade Constructions is a party to the joint venture agreement that incontrovertibly was made between Property Partners, Lawrdo Investments and Lawrdo Super when Mr Chehade and Mr Lawrence agreed to develop it as joint venturers in 2017, what entitlement it had to undertake the building works for this development (if any) and, if so, what profits it has lost by reason of the respondents’ alleged breaches of contract. 24 By reason of the way the interlocutory proceedings unfolded, Property Partners’ pleaded claim for rights under an alleged option agreement and for specific performance of that agreement were not pursued at trial. THE TRIAL AND THE EVIDENCE 25 The trial began on the then current pleadings5 and a Statement of Agreed Facts and Issues6 that confined the issues in dispute. The trial proceeded over seven days with a further day for closing addresses. 26 The parties relied on written openings7 and closings8 and a further Statement of Agreed Facts concerning the Glen Rovala Street/Gregory Street development.9 A joint tender book comprising five volumes for the historical and disputed joint ventures10 and various other documents were received in evidence. Despite the volume of the documentary evidence, it was an incomplete record of the parties’ dealings. 27 The applicants also relied on a chronology that was updated with evidence references at the close of trial.11 28 On the third day of trial, the respondents abandoned their cross claim12 and an order was made dismissing the cross claim and reserving the question of costs.13 5 Claim – Revision 4 (FDN 67) (Claim) and Defence (Revision 2) (FDN 87) (Defence). 6 MFI 1. 7 Written Opening of the Applicants (FDN 105) (Applicants Written Opening); Written Submissions of the Respondents (FDN 110) (Respondents Written Opening). 8 Applicants’ Written Submissions (FDN 119) (Applicants Written Closing); Written Submissions of the Respondents (FDN 121) (Respondents Written Closing). 9 MFI 39, emailed to Chambers on 3 December 2024 at 10:00am from F Trimboli, without objection from the Applicants. 10 T647-648. 11 FDN 120. 12 FDN 69. 13 T180.20-182.17; Record of Outcome (FDN 112). -- 10 of 105 -- [2026] SADC 3 7 The Witnesses Generally 29 The applicants called four witnesses: Mr Nabil Chehade, Ms Louisa Rossi, Mr Hugh McPharlin and Mr Chris Sale. Mr Dillan Lawrence was the only witness called by the respondents. 30 Mr Chehade and Mr Lawrence were the key witnesses. Both gave evidence about their early joint ventures and the later ones the subject of dispute. Whilst there was a degree of common ground about key aspects of their previous contractual dealings and the fundamental basis upon which they began the last five ventures, they gave opposing accounts of the specific communications that allegedly varied their existing agreement as regards interest and profit sharing, giving rise to important questions of credit. 31 Credit issues aside, there were difficulties with the reliability of both their evidence. 32 This was in part because both were questioned about what was said over the course of many years of informal dealings that were “messy” (adopting the words of the respondents’ counsel).14 After the first two joint ventures their contractual dealings were informal. Nearly all of their communications were oral. Mr Chehade and Mr Lawrence made decisions about whether to start a new development and about what to do next in conducting their joint ventures as they went. They did so during regular café meetings that were almost entirely undocumented, exchanging infrequent brief emails and SMS texts from time to time. Many of the emails Mr Lawrence relied on as evidencing the terms of their joint venture agreements from time to time were unanswered in writing. 33 The evidence plainly showed that Mr Chehade liked “to do things verbally”15 and that is how he invariably conducted his dealings with Mr Lawrence. 34 Mr Lawrence accepted this was the case. He said in cross-examination with regard to the unanswered 30 September 2016 email he sent Mr Chehade:16 Mr Chehade was non-responsive because he hardly put anything in email. We had conversations, a number of meetings… 35 Unsurprisingly, neither Mr Chehade nor Mr Lawrence were able to recall reliably or precisely the detail of the numerous conversations that took place many years before they gave evidence. As a result, their evidence was at times generalised, conclusionary and sometimes plainly reconstructed. Nonetheless, there was broad consensus about the agreed terms upon which the historical and the disputed joint 14 T694.21. 15 T224.38. 16 T497.1-.2. -- 11 of 105 -- [2026] SADC 3 8 ventures began, despite the informality of their dealings after the first two agreements. 36 Accordingly, it was necessary to scrutinise their evidence carefully, paying close regard to the logic of events and the context of specific communications in assessing the reliability and veracity of their evidence about the key oral discussions. 37 In assessing their evidence where it conflicted, it was also important to bear in mind that their relationship began to deteriorate from early 2018 as various problems emerged in completing the developments then underway. Completion of the later developments was impacted by cash flow difficulties and both referred to some of these developments as effectively being on hold due to cash flow difficulties, each in evidence blaming the other for their problems. As a result, there was evident tension and frustration on both their parts that escalated during 2020 to the point that by about May 2021 they were no longer talking, lawyers were engaged and their relationship broke down irretrievably. Mr Chehade 38 The respondents criticise the generality and admissibility of Mr Chehade’s evidence and his reliability and truthfulness where it conflicts with that of Mr Lawrence on the basis that Mr Lawrence was a witness of truth, doing his best to assist the Court. On specific topics, the respondents submit Mr Chehade’s evidence was vague, evasive or unconvincing. 39 Whilst aspects of Mr Chehade’s evidence were not entirely satisfactory and in some cases unconvincing, ultimately these instances do not lead to the conclusion that his evidence must be rejected where it conflicts with that of Mr Lawrence, putting aside the premise as to Mr Lawrence’s credit. 40 Furthermore, I reject the premise that Mr Lawrence was a witness of truth or did his best to assist the Court. Generally, for the reasons discussed below, where Mr Lawrence’s evidence conflicts with that of Mr Chehade, I have preferred Mr Chehade’s evidence. 41 Mr Chehade’s recollection of the nature of the development works undertaken for the parties’ joint ventures was reasonably detailed and largely unchallenged. Generally, he gave clear and direct answers to questions about what was done and when. I have no hesitation in accepting Mr Chehade’s evidence about the development works undertaken from time to time and prefer his evidence on these matters to that of Mr Lawrence. In doing so, I have borne in mind that Mr Chehade was the working partner and it was not Mr Lawrence’s role to manage the development works. It is therefore unsurprising that Mr Chehade’s memory is more reliable than Mr Lawrence about some of this detail. -- 12 of 105 -- [2026] SADC 3 9 42 Significant time was taken in Mr Chehade’s cross-examination on peripheral and “small”17 matters in an attempt to entirely discredit Mr Chehade as a reliable witness and portray him as taking unfair advantage of Mr Lawrence by controlling at all times the way in which their joint venture proceeded. It was submitted that Mr Chehade had access “to all the information” about their joint venture and Mr Lawrence had “at some times very limited visibility” over what was going on despite providing the funding.18 43 Cross-examination to this end ranged over Mr Chehade’s superior expertise in property joint ventures, his financial interest in a residential building company (Integrity New Homes), the marketing of the subdivided vacant land in the early developments as house and land packages, Mr Chehade’s alleged control over the split between the land and building contracts and the of loss his real estate licence. Mr Chehade was repeatedly challenged about failing to fully inform Mr Lawrence about these matters. 44 Ultimately, these challenges on peripheral matters concerned the early developments, were not pleaded and do not undermine the reliability or veracity of Mr Chehade’s evidence about the key oral discussions. Having proper regard to Mr Chehade’s role as the working partner, the admissions made by the respondents and uncontentious evidence of his and Mr Lawrence’s dealings, it was generally not the case that Mr Lawrence was as uninformed or uninvolved in joint venture affairs as he claimed in evidence. He accepted that they met often to discuss their developments and make decisions about whatever was going on as necessary. 45 For example, Mr Lawrence said he visited the Baldock Road property regularly. Mr Chehade’s unchallenged evidence was that Mr Lawrence visited all the sites. No doubt he did and more than once. The earlier properties were marketed through Mr Chehade’s real estate agency. The subdivided vacant land was also marketed as house and land packages through Integrity New Homes. Mr Lawrence knew that Integrity New Homes were doing the construction works. He knew because Mr Chehade discussed that with him and Mr Lawrence paid their invoices. 46 Mr Lawrence also knew about Mr Chehade’s connection to Integrity New Homes, although he said this did not become apparent until later when they were doing the Goodall Road development. Accepting this was the case, Mr Lawrence made no complaint about Mr Chehade’s connection to Integrity New Homes until trial. To the contrary, at the time he relied on Mr Chehade’s connections to promote their best interests as joint venturers by marketing the land through two channels and by speaking to his contacts at Integrity New Homes to reduce the $40,000 variance on the build at the end of the Goodall Road development. 17 T698.23. 18 T698.17-.20. -- 13 of 105 -- [2026] SADC 3 10 47 On the reliable evidence, there is no real substance to the unpleaded contention that Mr Chehade “secretly profited” from his interest in Integrity New Homes at the expense of Mr Lawrence.19 Mr Chehade and Mr Lawrence had a common interest in reducing the adverse construction variance of $40,000 that would have reduced the overall joint venture profit and in turn, their individual equal profit shares by $20,000. As Mr Chehade frankly acknowledged, he was in business to make money. He undoubtedly would have been alive to the substantial advantage of maximising joint venture profits for his and Mr Lawrence’s mutual benefit by reducing the build cost as compared to the indirect benefit he would receive as shareholder in the building company making a 20% margin including overheads of $8,000 on the $40,000 variance. 48 The same should be said about the suggestion that Mr Chehade unilaterally allocated profit between his interests and those of Mr Lawrence by determining the allocation of the price between the land and the building contracts where a property was sold as a house and land package. This allegation is not pleaded and there is no reliable evidence that the prices of the land and build contract were in fact manipulated to favour Mr Chehade’s interests. I am not satisfied that Mr Chehade acted improperly by making unilateral decisions about sale prices and their spilt between land and building contracts. 49 The respondents’ criticism of the admissibility of Mr Chehade’s evidence (presumably because of its form and generality) was not developed in any detail. Whilst Mr Chehade’s evidence about his recollection of contentious dealings was at times generalised, his evidence in cross-examination on contentious topics was unequivocal and consistent. As elaborated later in these reasons in the context of the key disputes about what was said at specific junctures about interest and profit sharing, Mr Chehade’s account was generally more plausible and persuasive than Mr Lawrence’s account and is preferred. 50 There was one topic on which Mr Chehade’s evidence was unsatisfactory and I have not accepted his evidence. 51 It concerns the Glen Rovala Street/Gregory Street development that was not the subject of any claim pressed at trial. Since only passing attention was given to it in the documentary evidence and in the openings, his cross-examination on this topic was difficult to follow. 52 Nonetheless, the respondents placed substantial emphasis on Mr Chehade’s evidence about this development, contending in closing submissions it was important because it gave context to the alleged 2020 agreement about profit sharing and how Mr Chehade’s explanations as to why he did not contribute to the 19 Respondents Written Closing [13]. -- 14 of 105 -- [2026] SADC 3 11 loss on this joint venture “made no sense at all”,20 demonstrating “he would say whatever he needs to say to advance his case at any particular moment”.21 53 This submission was at odds with the earlier submission that it was the respondents’ case that the unhappiness between the parties over this project directly led to “a need to go to 10% interest,”22 a variation that was allegedly agreed in July 2019. 54 This earlier submission should be disregarded. Its foundation was not correct. The documentary evidence establishes that Mr Lawrence first complained about the Glen Rovala Street/Gregory Street joint venture in an email he sent in July 2017 when the renovation costs for the existing house came in excess of Mr Chehade’s estimate.23 It was January 2020 when Chehade Constructions’ final invoice for the build on the subdivided block (Gregory Street) came in and Mr Lawrence complained: “Nabil how does $7k variation get to 32k. Please ring me.”24 55 Mr Chehade’s evidence about an agreement to ‘wipe off’ the loss on this development against Connie Street was confusing. Connie Street was subdivided from the Charmaine Avenue and sold as a house and land package in October 2018. Unless Mr Chehade was mistakenly referring to the cost overrun on the Charmaine Avenue renovations (the house block), it is unclear how any ‘wipe off’ agreement could have been made having regard to the different completion dates for these developments. Ultimately, there is insufficient evidence to resolve this unpleaded issue. 56 It is however common ground that the Glen Rovala Street/Gregory Street development went badly and was the source of much unhappiness between Mr Chehade and Mr Lawrence from beginning to end. Further, resolving what happened with regard to the overall loss on this development does not resolve the key factual disputes about what was said about interest and profit sharing for other developments at the critical junctures. Nor do I consider Mr Chehade’s evidence on other topics was unreliable or untruthful because his evidence about this unpleaded issue was unsatisfactory. Mr Lawrence 57 Overall, Mr Lawrence was an unimpressive witness on many counts, none the least being the false statements he made in affidavits filed in this proceeding about an alleged project cost arising under an alleged agreement with Adelaide Building Consulting (ABC) for consulting services for O’Connell Street. During the interlocutory stages of this proceeding, Mr Lawrence’s false affidavit evidence 20 T702.33. 21 T702.1-.2. 22 This submission was made in the course of argument about the relevance of this topic of examination in chief. T357.17. 23 Exhibit A2.11.160 (.11 referring to tab 11 and .160 to page 160). 24 Exhibit A2.25. -- 15 of 105 -- [2026] SADC 3 12 was repeatedly relied on by the respondents to understate the profitability of this development. Ultimately the Court was misled by his evidence in making orders that favoured the respondents. 58 Before addressing the ABC issue more fully, it is significant that there were other serious difficulties with the reliability and veracity of Mr Lawrence’s evidence in circumstances where there was ample opportunity to assess him as a witness.25 59 At times, Mr Lawrence’s evidence in chief was implausible, both inherently and in combination with other reliable evidence including his own admissions. He was thoroughly cross-examined on the critical topics in contention. He was often uncooperative and argumentative, giving evasive and non-responsive answers that overall were repetitions of matters his counsel described in submissions as contextually important. There were notable unexplained and material inconsistencies in his evidence on important topics. 60 Self-evidently, Mr Lawrence’s evidence was coloured by his strongly held views that Mr Chehade had been making more than his equal share of profit out of their property development joint ventures. His evidence to this effect was plainly given with a view to discrediting Mr Chehade and advanced as an explanation as to why Mr Chehade allegedly agreed to change their initial agreement in Mr Lawrence’s favour as regards interest and profit sharing, which otherwise made no commercial sense. As explained later in these reasons, I do not accept Mr Lawrence’s evidence in this regard. 61 A particularly disingenuous example was Mr Lawrence’s evidence early in examination in chief about his dissatisfaction with the profitability of the early developments, the time taken to complete them, his purported lack of knowledge and visibility over the development activities that he suggested Mr Chehade manipulated to maximise his own benefit at the expense of joint venture profit. 62 On the topic of the first development, Baldock Road, Mr Lawrence said that considering the work that needed to be done, the return from the first development was “absolutely unacceptable”,26 time was wasted in the 12 months it took to finish and “we had lost opportunities and we didn’t make the money that we should have made.”27 He then went so far as to say that towards the end of it Mr Chehade was avoiding his calls and there was an altercation on site between them about getting the property finished within a reasonable time. This was said to have happened before they agreed to do another 11 developments and became friends as well as business partners. 63 This evidence was contradicted by Mr Lawrence’s other evidence. Earlier he said that he had no previous experience or expertise in property development and 25 He gave evidence over the course of four days (although the first and last were not full days). 26 T326.23-.28. 27 T326.37-.38. -- 16 of 105 -- [2026] SADC 3 13 wanted to get into property development to “make a little bit of money”.28 Next he said they invested in excess of $300,000 for a $2,000 return but immediately qualified it by saying “…the only reason I made any money was because of the interest that we agreed on at that point of time”. 29 This was in circumstances where his contribution to the joint venture was limited to providing the funding and Mr Chehade was the working partner whose role was to manage all the development work (which work Mr Lawrence had earlier acknowledged was considerable). 30 64 Yet, despite being “very disappointed”31 with the Baldock Road development, Mr Lawrence engaged in six further joint ventures with Mr Chehade between 2013 and 2015. Mr Lawrence accepted that the performance of these joint ventures was better but was again disingenuous in downplaying the outcome. He said his “satisfaction rate would have been around about 50% throughout those sets of developments”.32 65 It does not make commercial sense that Mr Lawrence would have agreed to engage in a further five developments with Mr Chehade in 2016 and 2017 if he was really as dissatisfied with the return on the earlier ventures as he said he was at trial. His evidence on this topic was unsatisfactory and I do not accept it. 66 This theme of dissatisfaction was repeated by Mr Lawrence in justifying Mr Chehade’s alleged agreement to a change in the basis for charging interest in late 2016. Early on, Mr Lawrence gave evidence that “there’s always been [an] issue in terms of what the return was, and it needed to be an incentive, if you like, for him to perform. He indirectly is in control of the cost”.33 This evidence was telling. Mr Lawrence’s dissatisfaction with Mr Chehade’s control of the renovation and building costs was first expressed in the documentary evidence in July 2017 about the overrun of the Glen Rovala renovation costs. Mr Lawrence did not speak of the need for incentives in his emails until two years later in April and July 2019. His evidence about there always being an issue about the return on his money is an exaggeration and a recent invention designed to bolster his case on interest and the end of profit sharing. 67 There is another aspect of Mr Lawrence’s evidence that warrants specific criticism. He constantly repeated that Mr Chehade benefited more than he did from their joint venture because of the building contracts. He also said he had limited visibility over the house and land packages and the building contracts Mr Chehade made with third parties that were “nothing to do with me”.34 28 T321.28. 29 T327.8-.10. 30 T326.4-.11. 31 T331.29. 32 T331.32-.36. 33 T339.7-.10. 34 T364.18. -- 17 of 105 -- [2026] SADC 3 14 68 As regards O’Connell Street, Mr Lawrence’s evidence on this theme was particularly incongruous. Despite contending that in early 2020, it was agreed that the only way Mr Chehade would make any money out of this development was through third party building contracts and then agreeing to sell house and land packages nominating Chehade Constructions as the builder, Mr Lawrence disagreed that on his case it followed that the house and land packages were going to be with Chehade Constructions. He said:35 No, there was no guarantee. If you could get the – if you got a construction build from the third party that’s between him and the third party. I wouldn’t have yielded any benefit. There’s no guarantee that that would have been the outcome. 69 His evidence on this topic was unconvincing and I do not accept it for three reasons. 70 First, it makes no commercial sense for Mr Chehade to agree to vary their existing profit sharing agreement with no guarantees of any benefit from their development activities in circumstances where he had introduced the development opportunity to Mr Lawrence and had already managed a considerable part of the development works. 71 Secondly, Mr Lawrence clearly knew about the house and land packages that nominated a specific builder. The subdivided land in their early joint ventures had always been marketed through two channels. Until 2016, joint venture land was marketed through both Mr Chehade’s real estate firm and through Integrity New Homes as house and land packages. Mr Lawrence knew about Integrity New Homes “from their invoices”.36 Thereafter with Mr Lawrence’s knowledge, third party agents were engaged to market vacant land as house and land packages, nominating Chehade Constructions as the builder. Specifically, in May 2020, Ray White was appointed to sell the O’Connell Street allotments as house and land packages under a written agency agreement nominating Chehade Constructions as the builder. Their written agency agreement was signed by Mr Chehade with Mr Lawrence’s agreement and approval. 72 Thirdly, the building contracts with third parties added value to the parties’ joint ventures by providing an avenue to sell the subdivided land, particularly in the earlier joint ventures where they had otherwise been unsuccessful in selling the land as a vacant blocks. It was commercially sensible to market their developments through multiple channels. 73 Turning to the topic of what was said in the key discussions allegedly varying their existing agreement as to interest and profit sharing, it was plain Mr Lawrence was reconstructing and had no actual memory of these discussions. He repeatedly said matters were ‘understood’ or ‘accepted’ by Mr Chehade. When asked what was discussed he gave explanations by reference to what he subjectively required or 35 T606.22-.26. 36 T327.19-.24. -- 18 of 105 -- [2026] SADC 3 15 intended and when pressed about what was said to indicate such acceptance, his answers were not persuasive. 74 A prime example was his evidence in chief on the significant change to the basis of calculating interest as a joint venture cost that first appeared in the draft agreements exchanged in late 2016. 75 When shown the first draft he had sent to Mr Chehade by email on 30 September 2016, Mr Lawrence’s evidence was: “I would say I certainly initiated the drafting of that document, the template looks like something that I would have done”.37 When asked what he meant, he said he drafted it, then immediately agreed he had just proposed changes to an existing document. He then changed position yet again, saying he started with a blank page and typed the document that “would have been based on stuff that I got from the internet and stuff that I would have gleaned from the original agreement in 2011.”38 76 Yet his covering email expressly refers to him amending the agreement that Mr Chehade had provided to him. This email is plainly the more reliable record of what happened than Mr Lawrence’s oral evidence. 77 He repeatedly referred to there being numerous discussions about this draft of the document, his subjective intention being that it be “tight enough and understood by both sides, and it was”39 and there was a need for “a contract that was rigid, based on my accountant’s advice”,40 all of which were apparently ‘agreed’ and ‘understood’ by Mr Chehade. He then gratuitously volunteered: “At no time did he reject this particular clause.”41 despite later stating that Mr Chehade was non- responsive because “he hardly put anything in email”.42 78 When asked what was said to indicate Mr Chehade’s acceptance, Mr Lawrence gave the following unconvincing and somewhat contradictory evidence that:43 Well, we would discuss it, and he says “That’s fine, that’s okay’. He was okay with going forward with it. There was no arguments in regards to this, he accepted it. I mean, it was a short discussion. It was more refining the words to make sure that it was properly articulated. 79 As discussed later in these reasons, I also do not accept Mr Lawrence’s evidence that Mr Chehade agreed with his proposed changes for the calculation of interest as a joint venture cost between October and December 2016.44 The emails attaching successive drafts of a proposed agreement demonstrate that no agreement was reached on the terms of the superseded drafts. When this proposition was put to 37 T333.17-.19. 38 T334.19-.21. 39 T353.13-.14. 40 T353.31-.32. 41 T352.9-.10. 42 T497.1-.2. 43 T353.19. 44 T496.23-.26. See [157]-[184] and [187]-[197] below. -- 19 of 105 -- [2026] SADC 3 16 him, Mr Lawrence reluctantly agreed that this was the case, thereby undermining his earlier evidence about them. 80 There were similar difficulties with his evidence about the alleged agreement made in July 2019 for extra costs and 10% interest to be charged by the Lawrdo entities. In cross-examination Mr Lawrence said:45 Q. And at p. 255 there was no email agreeing to the contents of your restated email on 5 July 2019. A. No. Q. And I’m suggesting to you there was no oral discussion where Mr Chehade agreed to the terms. A. Same as the previous answer. He – neither did he disagree with those terms. He’s the project manager, his job – part of his job is to communicate. He should have responded if he disagreed. All he needed to have said was – if it was true, which he’s denied – “As discussed, did not agree”. He hasn’t expressed that anywhere. 81 As discussed later in these reasons, I prefer Mr Chehade’s evidence on this topic and have found he did tell Mr Lawrence that he did not agree to these extra funding costs being joint venture costs. Furthermore, Mr Lawrence’s justification for imposing these extra costs to cover his overheads in line with ‘financial organisations’ funding property developments was simply not compelling. Neither of Mr Lawrence’s entities were subject to the strict prudential regulation and controls that applied to financial institutions, even accepting that Lawrdo Super as a SMSF was subject to stricter prudential controls than other proprietary companies. It is therefore unsurprising Mr Chehade did not agree to such extra costs. 82 Mr Lawrence’s evidence on the topic of the 2020 agreement to end profit sharing was particularly unsatisfactory. His evidence was inherently implausible and not credible for the reasons discussed below.46 The “ABC Story” 83 It is however Mr Lawrence’s conduct and evidence with regard to the alleged liability to ABC for consulting services for O’Connell Street that warrants the most serious criticism. Mr Lawrence’s admissions (both on affidavit and in cross- examination) and the documentary evidence demonstrate that Mr Lawrence was the architect of a scheme to understate the profit of the O’Connell Street joint venture by $318,175 (including GST) by overstating the project costs. He did so by falsely reporting a project cost that was not genuine. Neither the ABC agreement47 nor the ABC invoice48 purportedly evidencing this cost were genuine nor was it true that there was any intention on Mr Lawrence’s part for ABC to perform the consulting services described in the ABC agreement. 45 T535.17-.28. 46 See [274]-[311] below. 47 Exhibit DO11 to Exhibit A25. 48 Ibid. -- 20 of 105 -- [2026] SADC 3 17 84 The “ABC story” (as the applicants’ counsel described it),49 was first advanced in the respondents’ solicitor’s letter dated 22 April 202250 offering to pay into Court $76,184.74 to resolve the dispute over the extension of time for removal of Property Partners’ caveat over the O’Connell Street property. This amount was said to be the respondents’ “reasonable” calculation of 50% of the estimated profit of the O’Connell Street development based on overstated project costs that included $318,175 (including GST) for ABC’s purported fee for consulting services under the ABC agreement.51 85 The respondents’ solicitor’s letter was sent on Mr Lawrence’s instructions, without his solicitor knowing that any liability under the ABC agreement for consulting services that was not a genuine development cost and thereby the project costs were overstated and the expected net profit for O’Connell Street was understated.52 86 The “ABC story” was repeated in two further affidavits of Mr Lawrence made on 18 May53 and 18 June 2022.54 These affidavits were relied on by the respondents in an argument before Judge Burnett on 22 June 2022 in opposition to the extension of time for the removal of Property Partners’ caveat over the O’Connell Street property. 87 Having regard to his Honour’s ruling delivered on 28 June 2022, 55 it is apparent that in assessing the balance of convenience in favour of removing the caveat, Judge Burnett accepted Mr Lawrence’s evidence that the calculation of the likely profit from the development included the amount of the ABC invoice as an allegedly genuine liability for marketing the allotments. His Honour noted that “ABC is a third party with whom the respondents entered into a written agreement”.56 Relying undoubtedly on Mr Lawrence’s evidence, Judge Burnett ordered that the caveat be removed on the respondents’ undertaking to the Court that they would pay into the Court Suitors Fund $150,000 within 24 hours of settlement on the sale of the sixth of the 13 lots comprising the O’Connell Street subdivision.57 88 The ”ABC story” was advanced again in an affidavit made on 14 September 2022 by the respondents’ solicitor by exhibiting the 22 April 2022 solicitors letter in support of the respondents’ application for costs of the applicants’ application to extend the time for the removal of the caveat.58 On 21 September 2022, having regard to this affidavit, Judge Burnett ordered that the respondents have 70% of 49 Applicants Written Closing [190]. 50 Exhibit CGM2 to Exhibit A24 (FDN 27). 51 Ibid. 52 Exhibit A2.51 [3.3]. 53 Exhibit A25 (FDN 11) which was read into evidence on 22 June 2022 as Exhibit R3. 54 This affidavit (FDN 17) was not tendered at trial but was read into evidence on 22 June 2022 as Exhibit R4. 55 FDN 38. 56 Ibid at 13. 57 Granted Order (FDN 24). 58 Exhibit A24. -- 21 of 105 -- [2026] SADC 3 18 their costs of and incidental to the application to extend the time for the removal of the caveat on the standard basis.59 89 On 1 May 2023, Mr Lawrence made a third affidavit60 advancing the “ABC story” in support of the respondents’ interlocutory application to be relieved of the existing undertaking provided to the Court on 28 June 2022 as a condition of an order to remove the caveat over the O’Connell Street property. This application (and others) were argued before Judge Burnett on 19 April and 3 May 2023. Following the hearing, the respondents did not press their application to be relieved of their existing undertaking to the Court.61 On 26 May 2023, Judge Burnett dismissed the respondents’ application to vary their existing undertaking to the Court.62 The undertaking remains in place. 90 On 18 June 2024, Mr Lawrence made a fourth affidavit for “the purpose of correcting various paragraphs of the affidavits filed” by him in this proceeding. In summary, Mr Lawrence affirmed that previous statements made in his three earlier affidavits about the consultancy fee arising under the ABC agreement were false and therefore the expected net profit calculations were understated.63 He further affirmed that in respect of his statement in his second affidavit that it was his intention that the amount owing to ABC would be paid from the sale proceeds for O’Connell Street:64 As the ABC Agreement was not a genuine cost of the O’Connell Street Property Development, the intention stated…is not now my intention…I accept the rejection of Mr Chehade of the ABC Agreement as a genuine cost of the Project. 91 Further, although he had signed the ABC agreement on 21 April 2022, Mr Lawrence affirmed it was not a valid agreement, the respondents did not intend that ABC would perform any consultancy works and to the extent that ABC did perform any works for the development, they would not be remunerated. He further affirmed that ABC only undertook a very small part of the work and did not substantially complete the scope of works set out in the ABC agreement. The ABC fee was therefore not a genuine development cost.65 92 Mr Lawrence’s affidavit concluded:66 I sincerely apologise to the Court for deposing to the false statements and implications in my previous Affidavits that are referred to herein. 59 FDN 32. 60 Exhibit A26 (FDN 49). 61 Chehade & Sons Constructions Pty Ltd & Anor v Lawrdo Super Pty Ltd & Anor [2023] SADC 62 at [3]. 62 FDN 58. 63 Exhibit A2.51 [2]-[3] (FDN 78). 64 Ibid at [4]-[5]. 65 Ibid at [6]. 66 Ibid at [8]. -- 22 of 105 -- [2026] SADC 3 19 93 The respondents amended their defence to reflect the matters Mr Lawrence identified as false in his fourth affidavit.67 94 In cross-examination, Mr Lawrence accepted he intended by his affidavits to convey that the ABC consultancy fee was a genuine project cost. In answer to a question from the bench, Mr Lawrence explained that he intended to pay ABC the amount of its invoice but he would have then had all of that money returned to him.68 95 When asked in cross-examination whether he had lied in his May 2023 affidavit, Mr Lawrence admitted he had deliberately misled the Court for which he apologised.69 He also admitted he did so because he wanted to show the lowest possible profit position for the O’Connell Street development.70 96 Despite the overwhelming evidence to the contrary, the respondents submitted in closing that:71 Lawrence was a witness of truth and did his best to assist the Court. The Applicants sought to make a lot of a previous inconsistency in relation to a cost of the O’Connell St project. This error was corrected by Lawrence in advance of the trial and does not impugn the remainder of his testimony. 97 This submission is devoid of merit. It is an egregious understatement in the proven circumstances to describe Mr Lawrence’s false affidavit evidence as “a previous inconsistency in relation to a cost” or a mere “error [that] was corrected” in advance of trial. In fact, Mr Lawrence made deliberately false statements designed to mislead the Court and secure a forensic advantage for the respondents in interlocutory proceedings. Mr Lawrence caused these false statements to be repeated on a number of occasions and has given no defensible explanation or excuse for his conduct. 98 The applicants submitted the Court should find that Mr Lawrence is someone who is prepared to lie on oath if he considers that the answers would benefit his case. Having regard to all of the evidence, I accept this submission and reject Mr Lawrence’s denial that this is so. I found Mr Lawrence overall to be an unreliable and untruthful witness and do not find the admissions he made before trial about his false affidavit evidence exculpatory. As a result, I do not accept Mr Lawrence’s evidence except where it is an admission against interest, it is not material or uncontentious or confirmed by and consistent with other reliable evidence. Where his evidence is contentious and conflicts with Mr Chehade’s evidence, I have generally preferred Mr Chehade’s evidence. 67 Defence [36]. 68 T442.13-.22. 69 T447.19-.20. 70 T457.28-.31. 71 Respondents Written Closing [3]. -- 23 of 105 -- [2026] SADC 3 20 Ms Rossi 99 Ms Luisa Rossi is a registered tax agent and operates an accounting and bookkeeping business, Painless Accounting. She has been serving clients from the property development and construction industry since 2006. 100 From 2006 to 2011 and again from 2015 onwards, Ms Rossi kept the books for Mr Chehade and his entities including Chehade Constructions, as well as other clients. From 2015, Ms Rossi also kept the accounting records and did the bookkeeping for the joint ventures between Mr Chehade’s and Mr Lawrence’s entities. For their joint ventures, Ms Rossi regarded both Mr Chehade and Mr Lawrence (and their entities) as her clients and undertook her work in both of their best interests. She regularly met with and took instructions from both Mr Chehade and Mr Lawrence. If there was any inconsistency between their instructions or disagreement, she would tell them to talk to each other and come to an agreement and instruct her accordingly. 101 Ms Rossi gave evidence on limited discrete topics including the Baldock Road GST issue and her instructions as to the calculation of interest from time to time. Her cross-examination was brief and her evidence not seriously challenged. 102 Ms Rossi should be accepted as a reliable witness of truth whose evidence was unshaken in cross-examination. She was of assistance to the Court on the GST and interest issues. Mr McPharlin 103 Mr Hugh McPharlin is an experienced forensic accountant. His expertise and experience in his field were not challenged and his oral evidence was brief. 104 The applicants relied on an expert report prepared by Mr McPharlin that was received in evidence without objection for the calculation of their 50% profit share for the O’Connell Street development.72 105 The respondents contended Mr McPharlin’s evidence was of little assistance since it was “no more than an accounting exercise based on figures that he was provided”.73 Whilst I accept the latter was the case, Mr McPharlin’s report was of assistance in adding up the numbers. For the reasons discussed below, whilst further adjustments are required to calculate Property Partners’ 50% profit share, Mr McPharlin’s report is a useful starting point.74 Mr Sale 106 Mr Chris Sale is a certified quantity surveyor, with a diploma in construction economics and more than 45 years of experience in the construction industry. To formulate its contractual damages claim, Chehade Constructions relied on an 72 Exhibit A20. 73 Respondents Written Closing [5]. 74 See [496]-[508] below. -- 24 of 105 -- [2026] SADC 3 21 expert report prepared by Mr Sale that was received in evidence without objection.75 107 The respondents did not challenge Mr Sale’s expertise or experience or his opinions, save in an immaterial respect and to say they were of little assistance. Contrary to the respondents’ submissions, Mr Sale’s opinions were of assistance in formulating Chehade Constructions’ contractual damages claim, as discussed later in these reasons.76 FACTS The Parties Property Partners 108 Property Partners (the second applicant) carries on business as a property developer. Its sole director from 30 September 2010 until 16 March 2022 was Mr Chehade.77 It is the vehicle by which Mr Chehade participated in developing residential properties with Mr Lawrence and his entities, the respondent companies, as joint venturers since December 2011. The Lawrdo Group 109 Whilst Mr Lawrence was party to the written joint venture agreement for the first development (Baldock Road), his entity Lawrdo Investments (the second respondent) was nominated as a purchaser of the land at settlement. Lawrdo Investments was the vehicle by which Mr Lawrence participated in the next six joint ventures completed in 2015. From 2016, either or both of Mr Lawrence’s entities, Lawrdo Investments and Lawrdo Super (the first respondent), were parties to the joint venture agreements. Chehade Constructions 110 Chehade Constructions (the first applicant) was incorporated on 6 January 2009. It is a building work contractor licensed from 21 December 2016 to carry out additions, alterations and commercial and residential building work of certain classes.78 111 Its sole director from 6 January 2009 until 28 September 2017 was Mr Chehade. On 28 September 2017, Mr Chehade’s wife, Ms Rola Chehade was appointed as a second director. Mr Chehade resigned as a director on 28 September 2018 following insurance issues arising from his conviction in 2015 for breaching real 75 Exhibit A21. 76 See [509]-[516] below. 77 Exhibit A2.56. Mr Chehade’s wife, Rola Chehade was appointed sole director in place of Mr Chehade on 16 March 2022 and Mr Chehade reappointed on 15 June 2023. 78 Exhibit A22. -- 25 of 105 -- [2026] SADC 3 22 estate laws that was upheld on appeal in mid-2016. Mr Chehade was reappointed as a director on 15 June 2023.79 112 No point was taken about Mr Chehade’s authority to legally bind Chehade Constructions although he was not a director at all relevant times. 113 From early 2017, Chehade Constructions was engaged to undertake building renovation works on the Charmaine Avenue, Glen Rovala Street and Upton Street properties under oral contracts made by Mr Chehade on behalf of Chehade Constructions and Mr Lawrence on behalf of Lawrdo Investments or Lawrdo Super (depending on which entity was the registered proprietor of the property).80 114 Chehade Constructions was also engaged under written building contracts by either of Lawrdo Investments or Lawrdo Super (depending on which entity was the registered proprietor of the property) to build houses on each of Gregory Street, Radar Street and Chicklade Street that were made sometime in about 2019, 22 May 2019 and 15 September 2020, respectively.81 115 The written contracts were all in the same form. It was a term of each of these contracts that the price that Chehade Constructions would be entitled to charge Lawrdo Investments and/or Lawrdo Super and be paid on a cost plus 15% basis.82 116 Whether Chehade Constructions is a party to the joint venture that incontrovertibly existed between Property Partners, Lawrdo Investments and Lawrdo Super and has an entitlement to undertake the building work for O’Connell Street is contentious and considered later in these reasons.83 Integrity New Homes 117 Prior to December 2016, the building work for the parties’ joint ventures was carried out by Fazche Pty Ltd trading as Integrity New Homes. Mr Chehade was a director of this company from 12 March to 30 June 2015 and one of its shareholders. The Beginning 118 The transactions the subject of contention had their genesis in a series of joint ventures by Mr Chehade and Mr Lawrence established to develop residential properties with the object of equally sharing profits between them after payment of the purchase price of the property and development and holding costs. 119 Their first development (Baldock Road) came about after Mr Chehade had spoken at a property investment seminar in late 2011 and sought out potential investors for an opportunity he had identified. Mr Lawrence was introduced to him as a 79 Exhibit A2.57. 80 T407.14-408.10. 81 Exhibit A2.22 (Gregory Street); Exhibit A3.12 (Radar Street); Exhibit A4B.4. 82 Ibid. 83 See [375]-[429] below. -- 26 of 105 -- [2026] SADC 3 23 potential investor in property development ventures. At the time, Mr Chehade was a licensed real estate agent and Mr Lawrence an engineering project manager with BAE Systems with no experience in property development. 120 After initial email contact, they first met at Mr Chehade’s office. Mr Chehade outlined his business model for a joint venture to acquire and develop residential property. Basically, he told Mr Lawrence that Mr Chehade’s contribution would be to identify and secure a contract to purchase the property and manage all the work required to subdivide, renovate, build and market the subdivided properties at a profit. Mr Lawrence’s contribution as his joint venture partner would be to fund the development. Profits would be shared equally. 121 Mr Chehade gave Mr Lawrence his written joint venture agreement and a power of attorney to review. There is an unimportant dispute as to whether Mr Lawrence took the documents away or signed them in this meeting. Mr Chehade said Mr Lawrence took the documents away to review. Mr Lawrence denied this was the case but in cross-examination he accepted he could be mistaken. It is more likely that he did take them away given his inexperience in property development, their importance for a new business venture and Mr Lawrence’s subsequent email referring to a meeting with a lawyer to establish corporate structures. 122 Their first two developments (Baldock Road and Lauder Street) were established under written joint venture agreements. The First Development 123 The first property they developed as joint venturers was a house on a corner block at 54 Baldock Road, Ingle Farm. It was established by a written contract made between Property Partners and Mr Lawrence on 15 December 2011 (the First Agreement). 124 Its terms were as follows: • Clause 2 provides the terms of the joint venture continue until terminated either on completion and sale of the property and finalisation of all accounts between the joint venturers or mutual written consent or on failure to remedy a default after 14 days’ written notice. • Clause 3 provides that the property to be acquired would remain solely registered in the name of Mr Lawrence. • Clause 4 provides that Mr Lawrence would fund the joint venture as equity or as debt by a bank loan from the Commonwealth Bank secured by a mortgage over the property. All further contributions to the joint venture expenses were to be funded by Mr Lawrence, with “such amounts and the manner of the funding to be determined by mutual agreement from time to -- 27 of 105 -- [2026] SADC 3 24 time”.84 Clause 4(g) provides that any rental or other income shall be applied at the earliest opportunity in repaying Mr Lawrence’s financial contributions taking into consideration income (if any) and joint venture expenses. • Clauses 4(d) and 6 provide that Property Partners shall manage and coordinate the entire joint venture until completion and, subject to the terms of the agreement, have joint control of the joint venture with Mr Lawrence. • Clause 5 provides that Property Partners is entitled to lodge a caveat over the property to secure its entitlements hereunder should it desire. • Clause 5 further provides for the manner of development. Firstly, planning consent and development approval is to be sought for a subdivision into three allotments; secondly the three allotments are to be marketed for sale; thirdly if the land is not sold, three community title houses are to be constructed and sold; and fourthly, by tenanting the three houses if not sold.85 • Clause 7 provides that the joint venturers shall share any profits of losses in equal proportions. • Clause 9 provides that the joint venturers shall maintain at all times proper and accurate accounting records and that the joint venturers should have free and uninterrupted access to such records. • Clause 10 provides the joint venturers’ duties are (among other things) to use their best endeavours to promote the best interests of the joint venture, consult and meet regularly with one another, be just and faithful to the other in relation to all transactions and give a true account of the same when reasonably required and inform the other of all information in respect of the joint venture. Clause 18 provides that the relationship between the joint venturers is not a partnership or a principal and agency relationship. By clause 25, the joint venturers undertake to deal with each other in good faith. • Clause 12 provides for restrictions on the joint venturers including (among other things) not to incur any liabilities on behalf of the joint venture other that in the ordinary course of business conducted in a normal and proper manner and that the joint venturers shall not sell or transfer or deal with their interest in their property except as provided in the agreement. • Clause 13 provides the terms for sale of the property should there be a dispute between the joint venturers they are unable to resolve amicably by written notice being given to sell or by default of either joint venture party. The proceeds of sale are to be applied to discharge of the mortgage first, sale costs 84 Exhibit A2.2.5. 85 None of the joint venture properties were developed in this manner. -- 28 of 105 -- [2026] SADC 3 25 second, unpaid third party liabilities third and Mr Lawrence’s unpaid contributions last. • Clause 14 sets out the default provisions which also provide for the option of purchasing the interest of the defaulting joint venture party. 125 Mr Chehade identified the Baldock Road property for development and he contributed his expertise, experience, contacts and time in subdividing and developing the property. Through Property Partners, he also organised the necessary approvals for the subdivision of the property into two allotments and adding of an extension to the rear of the existing house. In February 2013, both the renovated house and the vacant allotment (as a house and land package) were sold. 126 Mr Lawrence’s company Lawrdo Investments was nominated at settlement as the purchaser of the property and contributed all of the funding for its purchase and the development costs incurred. Interest was factored into the profit sharing calculation on the basis of 80% of the purchase price at an agreed rate. 127 In 2013 after completion and sale of the two allotments, following an accounting between the parties of the profit derived from their joint venture in developing this property, a small profit was made and $2,149.42 including GST was distributed to each of Property Partners and Lawrdo Investments. 128 Despite the equal sharing of profit in 2013, the respondents claim a set off in the amount of $6,130.70 for GST payable on the sale of the development that they contend should have been taken into account in calculating profit on the first joint venture, alleging that in fact a loss was made.86 The Second Development 129 The second property developed by Property Partners and Lawrdo Investments as joint venturers was a house at 4 Lauder Street, Ingle Farm. 130 The terms of the parties’ agreement to develop this property as a joint venture were recorded in a written contract made between Property Partners and Lawrdo Investments on 13 February 2013 in the same form as the First Agreement, save there was no reference to bank funding. In evidence there were some ancillary authorities executed by Mr Lawrence for Property Partners to act on behalf of Lawrdo Investments in finalising all documentation, sales agency, purchase and sale contracts and authorising all works on the property. 131 As for Baldock Road, Mr Chehade identified the property for development and through Property Partners managed its development. Minor renovations were carried out to the existing house (carport, fence, new driveway), the block was 86 See Defence [48.1] and [593]-[601] below. -- 29 of 105 -- [2026] SADC 3 26 subdivided and the vacant land marketed as a house and land package by Chehade’s real estate firm and Integrity New Homes. 132 Mr Lawrence through Lawrdo Investments funded all of the purchase and the development costs. As for Baldock Road, interest was factored into the profit sharing calculation on the basis of 80% of the purchase price at an agreed rate. 133 The development was completed in 2014 and the profit shared equally between Property Partners and Lawrdo Investments. Subsequent Developments 134 By early 2016, Property Partners and Lawrdo Investments had undertaken a further five developments as joint venturers on the same fundamental terms to the first two developments but without any formality as regards the terms of their agreement or their decisions about how they progressed these projects. 87 135 These properties were as follows: • 11 Dulkara Road, Ingle Farm • 7 Goodall Road, Para Hills • 27 Williamson Road, Para Hills • 27 Hawke Street, Ridgehaven • 6 Welsh Crescent, Para Hills 136 Each of these developments involved the purchase of a residential property in the northern suburbs, subdivision into two allotments and renovation and sale of the existing house and land. The vacant allotments for Dulkara Road, Hawke Street and Welsh Crescent were sold as a house and land packages marketed through Chehade’s real estate firm and Integrity New Homes. New houses were built on the vacant allotments for Goodall Road and Williamson Road and then sold. 137 Each development began by Mr Chehade telling Mr Lawrence that he had found another property. They then met at their local café and discussed the property, its potential and essentially agreed to proceed without any express agreement about the terms of their agreement to develop it as joint venturers. Unsurprisingly, neither Mr Chehade nor Mr Lawrence were able to recall their initial discussions about these properties with any greater specificity. In evidence they both agreed there was no particular discussion about the terms of their joint venture agreement because it was understood and agreed that they would develop the property as joint 87 MFI 1 [2]. -- 30 of 105 -- [2026] SADC 3 27 venturers, sharing profits equally on the same fundamental terms as the earlier developments.88 138 As before, the purchase contract was entered into the name of Mr Chehade or his entity and/or nominee and settled by the nomination of Lawrdo Investments as the purchaser. Mr Chehade through Property Partners managed all the development work from initial purchase through to sale, including managing all the work necessary to subdivide the property and renovate the existing house or build a new house on the vacant allotment for the joint venture parties if the land was not first sold either as vacant land or as a house and land package. 139 Mr Lawrence funded their joint ventures by paying the purchase, development and holding costs. As for their early joint ventures, interest was factored into the profit sharing calculation on the basis of 80% of the purchase price at an agreed rate. 140 Any building works required by the joint venture were generally carried out by Fazche Pty Ltd trading as Integrity New Homes on a cost plus 20% margin basis. 141 Mr Chehade and Mr Lawrence met regularly to discuss their joint ventures. There is no substance to the contention that Mr Lawrence was not consulted or uninformed of Mr Chehade’s relationship with Integrity New Homes or had no input to how the developments progressed or what building company was used to build on the land. 142 On completion, after an accounting of the project revenue and costs prepared by Ms Rossi, the profits of each of these joint ventures were shared equally between Property Partners and Lawrdo Investments. There is no substance to the suggestion that the process was controlled by Mr Chehade and not transparent. The evidence shows that Mr Lawrence dealt directly with Ms Rossi in questioning her calculations without any interference from Mr Chehade. 143 All their joint ventures progressed to completion by the sale of the developed properties and an accounting and equal sharing of the profit made. 2016 Changes 144 There is an important dispute on the pleadings about what was orally agreed between Mr Chehade and Mr Lawrence in 2016 about the terms upon which they would continue to develop properties together and share profits equally. The applicants allege three key matters were agreed. First, that Mr Lawrence through Lawrdo Super and Lawrdo Investments would fund the developments. Secondly, that Mr Lawrence would receive a return on the monies provided at the Reserve Bank of Australia cash rate plus 2%. Thirdly, that Chehade Constructions would undertake any building works on a cost plus 15% basis instead of Integrity New Homes. 89 88 Defence [1.1], [1.3] and [1.4]; T408.12-413.6. 89 Claim [3(b)]. -- 31 of 105 -- [2026] SADC 3 28 145 In their pleaded claim, the applicants identify this café meeting by reference to a discussion where Mr Chehade said he was retiring from real estate and would work full time in the property development business.90 146 In their defence, the respondents accepted there were discussions between Mr Chehade and Mr Lawrence “around 2016” but otherwise denied these allegations about agreed changes to their joint venture arrangements and relied on the series of agreements pleaded earlier in answer to the applicants’ claim of an overarching joint venture agreement.91 147 On the evidence, the relevant café meeting and discussion about Mr Chehade getting out of real estate likely took place in about June 2016, shortly after Mr Chehade had identified the Radar Street property as a development opportunity. 148 As to the first two matters alleged by the applicants, whilst Lawrdo Super’s involvement in funding their future development and interest may have been discussed at this one meeting, ultimately it is not necessary to determine what was said then (if anything at this time) about these matters for varying reasons. Indeed, it is more than likely these matters were the subject of ongoing discussion from June to December 2016. Accordingly, nothing was finalised in a single discussion in June 2016 and intended to be legally binding. 149 First and in any event, Lawrdo Super’s involvement and participation in these developments as a joint venture party is not contentious. Incontrovertibly, Lawrdo Super funded the acquisition of four later developments: Radar Street, Charmaine Avenue/Connie Street, O’Connell Street and Glen Rovala Street/Gregory Street. Furthermore, having regard to the fact that the initial purchase contracts were signed and settled for these properties at different times between June 2016 and January 2018, it is most likely that Mr Chehade and Mr Lawrence discussed and agreed Lawrdo Super’s participation in their joint venture arrangements on a number of occasions during this period. Despite the informality of their dealings, there was agreement for Lawrdo Super to participate in each the various joint ventures that it did and such agreement was most likely made proximate to the settlement of each of the relevant property. 150 Secondly, having regard to the various drafts of the interest provision in the draft agreements exchanged between June and December 2016, it is more likely that the first discussion about changing the interest rate to the Reserve Bank of Australia cash rate plus 2% occurred closer to December 2016 than June 2016.92 However, as discussed later in these reasons, on the proven evidence there was no agreement made between Mr Chehade and Mr Lawrence for the interest rate to be applied in calculating profit going forward to be in the terms alleged by the applicants. Had I concluded otherwise, any agreement to this effect would have been superseded 90 Claim [3(a)]. 91 Defence [3]. 92 See [436]-[442]. -- 32 of 105 -- [2026] SADC 3 29 by their subsequent agreement made in February 2018 that the applicable rate going forward would be 6.5%.93 151 The third of these alleged agreed changes is the subject of an important dispute over the O’Connell Street development. For the reasons discussed below, the reliable evidence does not establish that any oral agreement was made in 2016 for Chehade Constructions to undertake any building works required to develop any future properties as alleged by the applicants.94 However, the evidence does establish that binding agreement for Chehade Constructions to carry out the building works for the O’Connell Street development was made in 2020.95 Purchase of Radar Street June 2016 Café Meeting 152 By about June 2016, Mr Chehade had identified the Radar Street property as a further development opportunity and entered into a purchase contract in the name of his company Kjtc Nominees Pty Ltd and/or nominee. He told Mr Lawrence about it and they met at a café to discuss it as a new joint venture project. 153 Mr Chehade told Mr Lawrence he was going to focus on property development fulltime and he was getting out of the building company he had been involved with, Integrity New Homes. Mr Chehade gave Mr Lawrence a new form of joint venture agreement for him to review and sign for Radar Street that his lawyers had “renovated”.96 154 There is a dispute on the evidence about whether Mr Chehade told Mr Lawrence the reason why he was getting out of real estate. This dispute is only relevant to credit. 155 Mr Chehade said he told Mr Lawrence that he had lost his real estate licence. Mr Lawrence disagreed. When it was put to Mr Chehade in cross-examination that he had not told Mr Lawrence this, he insisted he had told him, said Mr Lawrence knew and that it was all over the news. When Mr Lawrence was pressed on this issue, he conceded that Mr Chehade told him he had legal issues that he was addressing but maintained his ignorance about the detail. I prefer Mr Chehade’s evidence on this issue. Given the publicity about Mr Chehade’s conviction for contravening real estate laws and their good relationship at this time, there was no reason for Mr Chehade not to tell Mr Lawrence about the nature of his legal issues and how that affected their joint venture arrangements. 156 Mr Lawrence took the revised joint venture agreement away to review. 93 See [229]-[235] and [472]-[478]. 94 See [398]-[413] below. 95 See [414]-[435] below. 96 T202.23. -- 33 of 105 -- [2026] SADC 3 30 30 September 2016 Email 157 Mr Lawrence sent Mr Chehade an email on 30 September 2016, referring to their last meeting. When that meeting was is not known. The subject of the email is “Lawrdo SMSF Proposed JV Agreement and Power of Attorney”,97 confirming the parties’ intention to involve Mr Lawrence’s SMSF in their joint ventures going forward. 158 Mr Lawrence’s email stated that he was unable to accept Mr Chehade’s documents on advice from his accountant, noting “some of the clauses have substantially changed from our previous arrangements”. Instead, to “address some of [his] fundamental issues”, he proposed an amended draft for review, acceptance and discussion.98 159 The document is not marked up and the earlier version “renovated”99 by Mr Chehade’s lawyers is not in evidence. It is therefore not possible to discern what he meant specifically by substantial changes to the parties’ previous arrangements. It is apparent however, format aside, that the revised draft was modelled on the First Agreement and the parties accept that this was so. It contains the same clause headings, numbering and much of the same wording including identical boilerplate clauses. There is some simplification of the wording in places. There are indications from the references to agreements to agree in some parts that a non-lawyer has drafted parts of the document. 160 The draft identifies Radar Street as the property to be developed by the parties to the draft agreement as joint venturers and oddly, it is post-dated: “7th day of October 2016”.100 161 Mr Lawrence’s SMSF, Lawrdo Super, is now a proposed party and some obvious changes have been made to a number of clauses with the aim of minimising its risk. 162 For example, there is greater specificity provided particularly as to Property Partners’ obligations and clauses 8 and 9 provide that Lawrdo Super is to establish and control the bank account for the venture and keep the books and records, rather than them being controlled and kept jointly. 163 By clause 6 providing for Property Partners’ equity contribution through the identification, management and co-ordination of the project activities to completion, there is considerably more detail of the development process to be undertaken. Clause 10 now provides that the joint venturers will use their best 97 Exhibit A2.7.83. 98 Exhibit A2.7.83-.97. 99 T202.23. 100 Exhibit A2.7.86. -- 34 of 105 -- [2026] SADC 3 31 endeavours to promote the best interest of the joint venture “to maximise the profit”.101 164 Clause 13 has been substantially amended to address sale of the developed property in the usual course of the joint venture and not where there is a dispute, removing the right of Property Partners to have first preference to buy the property at an agreed valuation in case of a dispute.102 Clause 14 concerning default has been substantially redrafted to introduce an option for the non-defaulting party to purchase the property and joint venture and provides for different scenarios depending on who is the defaulting party. 165 Despite these changes, the fundamentals of the parties’ respective contributions to the joint venture and the sharing any profit or loss in equal proportions remain unchanged. 166 In this regard, clause 7 maintains the sharing of profits and losses in equal proportions but provides for profits or losses to be mutually agreed (somewhat uncertainly) and to be inclusive of specified costs. A significant change was proposed as regards the parties’ previous agreement as to the basis of calculating the interest to be paid to Lawrdo Super for funding the joint venture as follows:103 6. Interest based on an LVR of 80% for the total costs incurred by “A” (i.e. Property Purchase, total development costs inclusive of Rates and Taxes); 167 It is uncontentious that for all of the parties’ previous joint ventures it was agreed in calculating joint venture profit, interest was calculated at an agreed interest rate on the basis of 80% of the purchase price of the property and not on total project costs. 168 Mr Lawrence accepted that he was by this email proposing a change to the way interest was calculated and paid to his entities as a joint venture cost.104 169 This draft was superseded by two subsequent drafts. 9 December 2016 Email 170 Mr Chehade did not reply to Mr Lawrence’s 30 September email, as was his habit. The parties then met for breakfast on 9 December 2016 to further discuss the development of Radar Street. 171 It was Mr Chehade’s evidence that he did not agree to change their existing agreement for interest. Mr Chehade said he met with Mr Lawrence and said: “This 101 Exhibit A2.7.89. 102 Clause 13(b)(3) is unintelligible but nothing turned on this at trial. 103 Exhibit A2.7.88. 104 T337.31-.36; T495.24-.38. -- 35 of 105 -- [2026] SADC 3 32 has to be changed back to the original agreement.”105 He was not happy with the proposed change to charge interest on all project costs because:106 That wasn’t our agreement. Our agreement was only what the bank will lend you is what get returns on. The bank doesn’t lend on council rates, water rates, development costs. So it is only the 80. Our initial agreement was that you only get return on 80% like the bank, of your money that you lent. That’s the agreement. 172 In cross-examination, Mr Chehade was not shaken. He denied he did not say at their meeting that interest is only to be applied to the purchase price of the property and said he did mention that to Mr Lawrence. The respondents’ submission that he did not answer the question is incorrect.107 173 In examination in chief, Mr Lawrence gave generalised and unpersuasive evidence that he had discussed his proposal for changing the basis upon which interest was calculated as a project cost three or four times with Mr Chehade who agreed it was acceptable saying: “I understood. I understand.”108 174 Later, in cross-examination, Mr Lawrence gave quite different evidence. He said he recalled Mr Chehade not being happy about the proposed change to interest and their conversation being:109 …on the lines of he was not content with the changes as proposed in this document, 80% of the total cost and he advocated to change it to, I think it was the ABR [sic] rate plus 2% which I ultimately agreed to subject to me adding the words, ‘or as mutually agreed’. I remember that conversation taking place. 175 When pressed that it was more than just the rate that Mr Chehade was unhappy about, Mr Lawrence said he did not recall that. When it was put to him that between October and December 2016, Mr Chehade did not say anything to him to the effect that he agreed with his changes, he answered emphatically: “Yes, he did.”110 He said there were a number of meetings to agree the changes and these “changes” were “finalised and agreed as a way to go forward on these developments”.111 176 I reject this evidence that Mr Chehade agreed to Mr Lawrence’s proposed change to interest and find it untruthful. Not only was it contrary to Mr Lawrence’s evidence that Mr Chehade was unhappy with the proposed change generally (which evidence was consistent with Mr Chehade’s evidence which I accept) but it was contrary to the contemporaneous emails attaching successive proposed drafts that plainly show no agreement had been reached. Moreover, the proposed additions of “or as mutually agreed” and a rate pegged to the RBA cash rate did 105 T78.24-.25. 106 T77.34-78.3. 107 T206.22-.29. 108 T340.38. 109 T496.7-.14. 110 T496.26. 111 T497.4-.5. -- 36 of 105 -- [2026] SADC 3 33 not resolve Mr Chehade’s issue with interest being calculated on 80% of all project costs. 177 On the afternoon of 9 December 2016, Mr Lawrence sent Mr Chehade an email attaching another revised draft joint venture agreement and power of attorney for Radar Street. 178 Mr Lawrence’s proposed changes are marked-up and his email message reads as follows:112 Hi Nabil, Thanks for Breakfast today, much appreciated. Please find the changes incorporated as discussed with track changes =pplied [sic]. I have also added the following: • A front page to each of the documents • Added four areas into the JV Agreement for your =esponsibilities [sic]. Please feel free to discuss accordingly – I think we are almost =here [sic] !!!!! 179 This email makes it plain that Mr Chehade and Mr Lawrence had still not reached a binding agreement on the terms of the 30 September 2016 draft, let alone agreed to change the basis upon which interest was factored into their calculation of joint venture profit going forward. 180 Coversheet aside, it is apparent the draft agreement is a revision of the 30 September 2016 draft that was prepared from the starting point of the First Agreement. The fundamentals of the parties’ respective contributions to the joint venture and equal sharing of any profits or losses remained unchanged. 181 As his covering email says, Mr Lawrence has added to clause 6 additional responsibilities for Property Partners’ management of the joint venture with regard to maintenance of the property, preparation of construction budgets and timetables, management of development timelines and required any insurances to be in the name of Lawrdo Super. 182 Importantly, clause 7.6 now provided as to interest:113 6. Interest based on an LVR of 80% or otherwise agreed for the total costs incurred by “A” [Lawrdo Super] (i.e. Property Purchase and/or Construction development costs). The interest shall be calculated as being the Royal [sic] Bank Australia (RBA) Cash Rate plus 2% 183 This is the first written reference to an interest rate pegged to the Reserve Bank of Australia cash rate and the reference to ‘Royal’ is apparently Mr Lawrence’s mistake. Again, these amendments do not address Mr Chehade’s objection to Mr Lawrence’s entities charging interest on 80% of all project costs. 112 Exhibit A2.8.98. 113 Exhibit A2.8.103. -- 37 of 105 -- [2026] SADC 3 34 184 Mr Chehade did not reply to this email in writing. Settlement of Radar Street 185 On 12 December 2016, Lawrdo Super became the registered proprietor of 17 Radar Street, St Agnes in performance of an agreement made between Mr Chehade and Mr Lawrence that they would develop it as a joint venture through their entities Property Partners and Lawrdo Super. 186 Despite the exchange of draft agreements contemplating the purchase and development of this property before and after settlement, the parties did not record the terms of their joint venture for this property in writing. 15 December 2016 Email 187 By email dated 15 December 2016, Mr Lawrence sent Mr Chehade a completely different draft agreement with the following message:114 Hi Nabil, As discussed, please find the Agreement will be used [sic] for the Development activities going forward. This was reviewed by my Accountant to better protects [sic] my Super Unit Trust. 188 The attached agreement expressly identifies Radar Street as the property to be developed in Recital A and Exhibit A, although it is incomplete in a minor respect (Recital B). 189 This was the first time this form of agreement was proposed to Mr Chehade, it apparently having been prepared with the help of Mr Lawrence’s accountant and not previously the subject of discussion between Mr Chehade and Mr Lawrence. 190 It is styled as “Project Manager Services Agreement” (PMS Agreement) and provides for a fundamental change to the nature of the parties’ existing relationship as joint venturers. It provides for Property Partners to be engaged as a project manager to manage the planning and development of the property for its owner Lawrdo Super. Clause 3 provides that Property Partners is to be compensated for its service by “a share in any profits derived in equal proportions”,115 but profits are to be mutually agreed and inclusive of specified costs including interest as follows:116 5. Interest based on an LVR of 80% or otherwise agreed for the total costs incurred by “A” (i.e. Property Purchase and/or Construction development costs). The interest shall be calculated as being the Royal [sic] Bank Australia (RBA) Cash Rate plus 2% 114 Exhibit A2.9.116. 115 Exhibit A2.9.118. 116 Exhibit A2.9.119. The incorrect reference in the previous draft of this clause to the “Royal Bank Australia” is perpetuated. -- 38 of 105 -- [2026] SADC 3 35 191 In cross-examination, Mr Lawrence’s evidence about the significance of the draft PMS Agreement was unpersuasive. He denied that it was a completely different document. He said:117 The terms I believe are the same. It’s just a different format because I wanted to make it more a formal contract document. 192 He then said this was the “final version” which “was agreed to go forward with”118 (contrary to his earlier evidence that Mr Chehade had already agreed to the terms of the previous draft agreements). This was apparently despite not previously discussing with Mr Chehade his engagement as a project manager instead of being a joint venturer:119 That was never discussed, that was proposed by my accountant to change it because he thought that that reflected what he was doing. 193 Mr Lawrence then confirmed his proposal that the PMS Agreement would be the agreement to be used going forward, and not the previous drafts he had circulated by email on 30 September and 9 December 2016: “It was discussed with Mr Chehade”120 and “I believed that I had an understanding with Mr Chehade that that [the PMS Agreement] was the document to be used.”121 194 Mr Lawrence’s evidence in cross-examination as to why he had that belief when Mr Chehade had not seen the draft PMS Agreement before and he had sent it to him after settlement of the purchase of Radar Street was not compelling. The concessions that he later made that he had sent the document as “a closure action” prior to departing for the UK and did not sign it,122 and wished he had closed it out before he left were telling. 195 Most fundamentally, Mr Lawrence accepted there was no conversation or email from Mr Chehade saying: ‘I accept the terms of the PMS Agreement’.123 196 Mr Chehade gave evidence that he noticed the email with the draft PMS Agreement some days after it was sent (but before Christmas) and as soon as he read the heading, he objected to it: “I wasn’t an employee of Dillan… I was a joint venturer with him.”124 He then tried to telephone Mr Lawrence who was travelling overseas, messaged him and when they eventually spoke:125 117 T497.110-.16. 118 T499.14-.15. 119 T499.19-.21. 120 T499.33. 121 T502.28-30. 122 T503.7. 123 T501.19-25. 124 T210.5-.8. 125 T81.1-.17. -- 39 of 105 -- [2026] SADC 3 36 Then I said to him, I said 'Look, I've received this email from you, what's it all about?'. He goes 'you know that's what - not exact words, but he sort of said to me that's what my accountant's already replied'. I said 'I'm sorry man, but at the end of the day we've got a joint venture between myself and you. I don't know what this Property Management [sic] Services Agreement is about -', I said '- but I don't work for anyone. I've always been working for myself. If that's the way you want to go, I'm not interested, see you later'. And he goes 'Nah, nah', I said 'Look', and then we put it past us, and at that moment, in the same phone conversation I said to him 'I've got this deal and this deal that I've secured'. Actually it was one deal, the one at Lawrie Street, Pooraka, which was based on the same phone call. I said 'I've got another one which I'm working with', and that's my brother-in-law's property. 197 Mr Chehade’s evidence in cross-examination was consistent and, as the applicants submit, “rings true.”126 I accept that Mr Chehade told Mr Lawrence by telephone that he was not interested in any other arrangement but a joint venture and therefore did not agree with the terms of the draft PMS Agreement or that it should govern their relationship going forward. I further accept Mr Chehade’s evidence that Mr Lawrence did not press the issue of the draft PMS Agreement any further and the parties continued to conduct their joint ventures on the same informally agreed terms as before, save for the involvement of Lawrdo Super. Third Party Ventures 198 In January and August 2017, Property Partners and Lawrdo Investments entered into two written “Development Management Agreements” with third parties for the subdivision and development of two residential properties. 199 The first of these agreements concerned the development of property at 16a Liberman Road, Para Hills with Yehya El Haj and Safa El Haj, relatives of Mr Chehade. This was the property Mr Chehade had told Mr Lawrence about in his telephone conversation at Christmas time when Mr Lawrence was in the UK. The second concerned the development of property at 15 Barakoola Street, Pooraka that was entered into on 2 August 2017 with a third party, Maha Ghazzawi.127 200 The first agreement concerning Liberman Road was executed on 20 January 2017.128 It was prepared by Mr Lawrence. It is similarly styled as the draft joint venture agreements Mr Lawrence proposed to Mr Chehade in September and December 2016 but provides for a very different commercial arrangement between the parties, described as a development project. 201 By contrast to the parties’ joint ventures the subject of dispute, the development management agreements provide for the subdivision and development of land owned by the third parties. 202 Property Partners’ role is as ‘Project Manager’ and Lawrdo Investments’ role is as ‘Banker’. However, together, Property Partners and Lawrdo Investments are 126 Applicants Written Closing [45]. 127 Exhibit A29. 128 Exhibit A2.10. -- 40 of 105 -- [2026] SADC 3 37 defined as the ‘Property Developers’. They are appointed by the owners to construct a three-bedroom house for which the owners will be paid $140,000 as their equity contribution to the project. They are to be paid in two instalments, one of $25,000 before any improvements are carried out and the balance of $115,000 once the property is sold or on expiry of the agreement. 203 The development management agreement for Liberman Road contemplates the entry into a building contract between the owners and a builder with the ‘Property Developers’ bearing all the constructions costs as part of the project costs. 204 The provision for profits and losses is modelled on the same ‘agreement to agree’ clause in the draft September joint venture agreement. As regards interest, it provides:129 v) interest based on an LVR of 80% or otherwise agreed for the total costs incurred by the Banker (i.e. Property Purchase and/or Construction development costs). The interest shall be calculated as being the Reserve Bank Australia (RBA) Cash Rate plus 2%; 205 I accept the applicants’ submission that these agreements do not assist in resolving the disputes between the parties about the terms of their joint ventures which turn on a factual inquiry about what was said as between Mr Chehade and Mr Lawrence at key junctures in their dealings concerning the disputed joint ventures in circumstances where their commercial interests are quite different from the third party ventures. Charmaine Avenue Purchase – March 2017 206 In about February or March 2017, Mr Chehade identified the Charmaine Avenue property for development. On 2 March 2017, Mr Chehade signed a contract naming himself or his nominee as purchaser for a price of $317,000. At settlement on 2 June 2017, Lawrdo Super was nominated as the purchaser and became the registered proprietor of this property in performance of an agreement made between Mr Chehade and Mr Lawrence that they would develop it as a joint venture through their entities Property Partners and Lawrdo Super. 207 Mr Chehade told Mr Lawrence about this property at or about the time he signed the contract and recalled discussing its purchase and development at the same time as the Upton Street property. It had been a rental property and the house was in a fairly poor condition. 208 There are no written terms recording the parties’ agreement to purchase and develop this property. The evidence shows that Mr Chehade and Mr Lawrence met from time to time and discussed and made decisions about things that needed to be done as they arose including for example the appointment of Ray White as sales agent, to sell the house block by auction and set a reserve price at auction of $375,000. 129 Exhibit A2.10.142. -- 41 of 105 -- [2026] SADC 3 38 209 The Charmaine Avenue property was subdivided and the house block sold at auction after a substantial renovation had been carried out by Chehade Constructions. Settlement occurred on 25 January 2018. 210 The subdivided vacant block on Connie Street was put on the market when the house block was sold but it did not sell immediately. Ray White was the listed agent. Upton Street Purchase – March 2017 211 In about March 2014, Mr Chehade identified a house on a corner block at 14 Upton Street, Elizabeth Vale as a development opportunity. On 14 March 2017, he entered into a contract naming himself or his nominee as a purchaser for the price of $190,000. 212 Mr Chehade told Mr Lawrence about this property in about March 2017 at one of their café meetings. They proceeded with the purchase and development of this property together after Mr Lawrence texted Mr Chehade advising that he could get “a loan ($200K) from a family member to cover Upton”.130 213 On 7 July 2017, settlement took place. Lawrdo Investments as trustee for the Lawrdo Family Trust was nominated by Mr Chehade as the purchaser. 214 There is no written record of the terms of the parties’ agreement to purchase and develop this property as a joint venture nor was there any express oral agreement about the terms of their joint venture. 215 The respondents’ pleaded case is that Mr Chehade and Mr Lawrence agreed in oral discussions in about 2017 that Property Partners and Lawrdo Investments would split any profits or losses equally from the Upton Street/Chicklade Street development.131 216 Whilst consistent in effect, Mr Lawrence’s evidence in cross-examination was more nuanced. Mr Lawrence said that when he and Mr Chehade initially met to discuss Upton Street, they did not go through the terms on which they would do a deal. He accepted that was because they had done so many joint ventures in the past and there was “no argument” that it was going be a 50/50 split in terms of profit share.132 Having regard to the way in which Mr Chehade and Mr Lawrence dealt with one another in establishing and conducting all their previous joint ventures, a reasonable businessperson in their position would have understood they intended to develop the Upton Street property on the same fundamental terms as their earlier joint ventures. 130 Exhibit A4B.2.9. 131 Defence [1.6]. 132 T555.1-.19. -- 42 of 105 -- [2026] SADC 3 39 217 As with the previous developments, Property Partners managed the development works and Lawrdo Investments funded the purchase of the property and other development costs. 218 The vacant allotment known as 2 Chicklade Street was marketed initially for $119,000 and then the price dropped to about $100,000 without finding a buyer.133 Two different sales agents were retained before Ray White was appointed in July 2020. Glen Rovala Street Purchase – April 2017 219 On 20 April 2017 at settlement of the purchase, Lawrdo Super was nominated as the purchaser and became its registered proprietor of 2 Glen Rovala Street. On the application of Property Partners, it was subdivided into two titles on 23 October 2017. The vacant block was known as 18 Gregrory Street, Brahma Lodge. 220 During 2017, the existing house on Glen Rovala Street was renovated by Chehade Constructions under an oral building contract for the agreed price of cost plus 15%. Mr Lawrence complained by email about an unexpected overrun in the renovation costs in July 2017.134 221 The house block was sold on 24 January 2018. 222 Lawrdo Super and Chehade Constructions entered into a written contract to build a house on the Gregory Street vacant land at an agreed price of cost plus 15% in or about 2019. O’Connell Street Purchase Contract – April 2017 223 On 4 April 2017, Mr Chehade signed a contract for the purchase of vacant land at 6 O’Connell Street, Salisbury Downs in the name of Property Partners and/or nominee for the price of $640,000. He also signed a contract for the land opposite it, 7 O’Connell Street. 224 Mr Chehade and Mr Lawrence met to discuss these development opportunities. Mr Chehade told Mr Lawrence he had secured both 6 and 7 O’Connell Street. Mr Lawrence told him his funds would not stretch that far, so they decided to purchase and develop the larger block, No. 6, as a joint venture. 225 The contracted settlement date of 1 May 2017 was deferred multiple times due to Mr Lawrence’s inability to fund its purchase. To extend the settlement date, Mr Chehade agreed on their behalf to pay the vendors an increased deposit sum and default interest. 133 T103.32.-.33. 134 Exhibit A2.11. -- 43 of 105 -- [2026] SADC 3 40 226 The land area was 3,958 sqm. In about November 2017, Mr Chehade instructed the architect ET Design to prepare plans for subdividing it into 12 blocks. Ultimately the architect was able to configure it into 13 blocks. The revised plans were emailed to Mr Lawrence on 29 November 2017 to which he responded enthusiastically: “Looks great - Very sexy. Would like to run over the numbers again…...”135 Settlement of O’Connell Street – January 2018 227 On 31 January 2018, the land was conveyed to Lawrdo Super and Lawrdo Investments as tenants in common in the proportions of 90/10 respectively. The purchase was funded in part by sale proceeds from Glen Rovala Street and Charmaine Avenue. Lawrdo Investments borrowed the shortfall from Mr Lawrence’s family members, since Lawrdo Super could not. This was why Lawrdo Investments became a part owner. 228 At this time, the parties’ expectation was that development costs for O’Connell Street would be funded from completion of other joint ventures as the developed properties were sold. How they would ultimately develop it was to be discussed and agreed. February 2018 Discussion & Emails 229 On 20 February 2018, Mr Chehade and Mr Lawrence exchanged emails following a discussion about interest. These emails confirm that it was agreed that the interest rate to be applied in calculating profit going forward was 6.5%. This is expressly stated in the covering email and in the cell labelled “APR” in the attached spreadsheet listing the developments then underway: Glen Rovala Street/Gregory Street, Charmaine Avenue/Connie Street, Upton Street/Chicklade Street, Liberman Road, Barakoola Street, Radar Street and O’Connell Street.136 230 This agreement was made in circumstances where interest rates were dropping and according to Mr Chehade, Mr Lawrence wanted a higher return than the cash rate plus 2%. 231 That Mr Lawrence was agitating to be paid more interest is plain from the face of the email and the attached spreadsheet. The spreadsheet records Mr Lawrence’s observations about perceived disadvantages to the Lawrdo Group from the current arrangement as the basis for his recommendations for varying their agreement on interest as follows. 137 135 Exhibit A5.2.17. 136 Exhibit A2.14.234. 137 Ibid. -- 44 of 105 -- [2026] SADC 3 41 For Non JVs: LawrDo Interest = ( PropertyPrice + Build/Reno Cost at Completion ) x LVR x APR x ProjectDuration + (PropertyPrice + Build/Reno Cost at Completion ) x ( 1 + %BudgetVariation ) x %EST fee For JVs: LawrDo Interest = 10% x ( Build Cost at Completion ) 232 Mr Lawrence’s recommendations are new terms and yet another proposed variation to their existing agreement on interest. 233 The respondents do not suggest Mr Chehade agreed to these recommendations made by Mr Lawrence for calculating interest. Indeed, in examination in chief Mr Lawrence had no recollection of any discussion about having agreed to this rate but said in cross-examination the 6.5% interest rate only applied to the Liberman Road development. 234 I reject Mr Lawrence’s evidence that this rate only applied to Liberman Road. It is contrary to the covering email. 235 I find that on about 20 February 2018, Mr Chehade and Mr Lawrence agreed that the interest rate to be applied in calculating profit for all joint ventures going forward was 6.5%. Upton Street Sale – June 2018 236 The Upton Street property was subdivided into two allotments and the existing house on the Upton Street block was renovated by Chehade Constructions and sold for $220,000 in June 2018. Connie Street Sale – October 2018 237 The subdivided land on Connie Street was eventually sold as a house and land package to third party introduced by ABC trading as ‘Your Property Academy’ for a commission of $20,000 payable in two instalments. When the sale of the property settled in October 2018, Lawrdo Super paid $10,000 of the commission due to ‘Your Property Academy’. 238 Chehade Constructions signed a written building contract138 with the purchaser on 26 September 2018. Property Partners paid the outstanding balance of $10,000 due to ‘Your Property Academy’ after the foundation was poured for the new build because Mr Lawrence did not have the funds to do so. 239 As with their previous joint ventures, Property Partners managed the development works but this time, Lawrdo Super funded the purchase of the property and some but not all of the development costs. Property Partners invoiced Lawrdo Super on 138 Exhibit A4.9.38. -- 45 of 105 -- [2026] SADC 3 42 27 February 2020 for reimbursement of the $10,000 sales commission it paid ‘Your Property Academy’ for Connie Street. 240 This invoice was not paid and is the subject of the dispute addressed later in the reasons.139 January 2019 – Cash Flow Difficulties 241 By January 2019, the Radar Street, Glen Rovala Street, and Upton Street developments had still not been completed. Upton Street had only settled in June 2018 and Connie Street in September 2018. 242 The development of O’Connell Street was effectively on hold, despite initial plans for the subdivision being drawn more than a year earlier in late November 2017. Mr Lawrence had cash flow problems. When he nominated Lawrdo Super as the 90% owner of O’Connell Street, he had not thought about the challenges there would be for it to borrow money as a SMSF. The ongoing joint ventures were not generating any income. Mr Lawrence explained in evidence that they did not do anything to develop O’Connell Street because “the funds weren’t there, there were higher priorities to address and that was to complete the other projects.”140 243 These cash flow difficulties are referred to in an agenda for a meeting scheduled for 11 January 2019 prepared by Mr Lawrence. There is a discussion item: “Cashflow strategy to finish off Glen Rovala, Radar St and Upton St.”141 Radar Street Approval – April 2019 244 In furtherance of the Radar Street joint venture, Property Partners sought and on 22 April 2019 obtained approval for the subdivision of the land into two allotments. This was more than two years since its purchase. The subdivision was not straightforward due to issues arising from a creek running through the land and the need to change the current zoning. 245 The plan of division was deposited in June 2019. 30 April 2019 Email 246 By the end of April 2019, there had been limited further progress towards completion of the parties’ ongoing joint ventures. Although council approval had been granted to subdivide the vacant blocks at Radar Street and Upton Street/Chicklade Street, the joint venture parties were unable to build on these properties without further funding. 247 On 30 April 2019, Mr Lawrence sent Mr Chehade the following email:142 139 See [544]-[557] below. 140 T598.4-.6. 141 Exhibit A2.18.250. 142 Exhibit A2.19.252. Further insertions of code resulting from the email software are omitted. -- 46 of 105 -- [2026] SADC 3 43 Hi Nabil, as initially raised the LawrDo bu=iness needs to start to covered [sic] their overhead cost. To address this, it is=necessary to factor and reflect the cost of money inline with other f=nancial organisations prepared to fund the types of developments being unde=taken. To address these overheads, minimise losses and incentivise you as the proje=t manager all current and future developments will now attract the fol=owing costs: • An interest rate of 10% of the P=operty purchase price will be charged and offset against any sales achieved=during the development period; • A finance Fee of 3% of the prop=rty purchase price shall be applied to cover operating and overhead cost incurred by the Lawrdo Group; • A penalty fee of $2000 per week=is entitled to be claimed in the event of any construction build not being c=mpleted Within 70 working days from pour of foundation, inclusive of hand-o=er to the selling agent; and • Any builder’s construct=on percentage variation increases exceeding the contract value shall also a=ply to the construction interest being calculated. 248 Mr Chehade did not respond in writing. 249 Mr Lawrence accepted in cross-examination that the 10% interest rate and other funding costs and penalty were new changes proposed by him that had not applied to any previous development.143 250 When asked in examination in chief, what discussions he had with Mr Chehade before sending this email, Mr Lawrence’s evidence was unsatisfactory. He did not immediately answer the question, instead explaining his subjective rationale for demanding that these additional costs apply:144 This was more targeted at the rate of it - sorry. There was an exercise previously where I tried to raise money, and dealing with these financial organisations, I came to the realisation that the cost of money that was being reflected on my developments wasn't in line with what you could get - that I could get commercially. They were a lot harsher than what was imposed in this particular - or these types of developments. So I wanted to reflect the cost of money appropriately. 251 Mr Lawrence then said he believed that there were previous emails and discussions about the 10% interest rate. This was contradicted by the documentary evidence. Mr Lawrence sent Mr Chehade an email in nearly identical terms after (not before) on 5 July 2019 demanding that the same 10% interest rates, additional costs and penalty apply retrospectively. 252 His evidence that Mr Chehade agreed to the terms he demanded was not persuasive. He said:145 143 T521.16-522.21. 144 T366.4-.13. 145 T367.31-.36. -- 47 of 105 -- [2026] SADC 3 44 He didn’t - I said it’s going to be 10%. I think I also argued that I wanted the LVR raised from 80% to 100%. He-he-he understood where I-I-I was coming from. We had a discussion on that, and he was not adverse to that. At no point in the discussion did he say ‘No, that is not acceptable’. 253 The applicants submitted Mr Lawrence’s evidence about what was said was vague and only supports a finding about what Mr Lawrence wanted. 146 Their criticisms were well made. I also concur that Mr Lawrence’s evidence in cross- examination is not evidence of acceptance, having regard specifically to his concession that:147 …those terms were discussed. Did I believe that all of them would be implemented? No, I didn't. 254 Mr Chehade said he discussed this email with Mr Lawrence after he received it at one of their café meetings. Mr Chehade’s said his exact response was: “‘You call this incentives?’. I said ‘Are you serious?’.”148 He then told Mr Lawrence not to mention anything about interest, especially in these terms as long as Mr Lawrence owed him money. 255 This is where the issue was left until the next time it was raised by Mr Lawrence’s 5 July 2019 email. 256 I accept that Mr Lawrence was frustrated and wanted to increase the return on his investments in the parties’ joint ventures. However, Mr Chehade’s evidence as to what was said and agreed is more plausible and commercially rational. As to the new interest rate of 10%, their existing agreement since February 2018 was 6.5% on 80% of the property purchase price. As for their building contracts, the agreed completion period was 150 business days after foundation pour, not 70 working days.149 Bearing in mind the margin of 15% on relatively low-cost builds, as the applicants submit, it was “fanciful” to suggest Mr Chehade would agree to a penalty that would quickly erode any profit on the building contract if there were even a small delay.150 257 There was no good reason for Mr Chehade to agree to new terms and a penalty that were materially disadvantageous to his interests in circumstances where their relationship for the existing properties was as joint venturers, not as developer and arms-length banker/owner. Mr Lawrence’s entities did not have the overheads of financial institutions. 258 Mr Lawrence did agree in cross-examination that there were unpaid invoices outstanding to Chehade Constructions. However, he denied that Mr Chehade specifically raised this as a reason for not paying increased interest saying that for 146 Applicants Written Closing [73]-[74]. 147 T524.22-.29. 148 T86.3-.5. 149 Exhibit A3.12.91. 150 Applicants Written Closing [76] and [81]. -- 48 of 105 -- [2026] SADC 3 45 Gregory Street, they had agreed these invoices would be paid at settlement. I do not accept Mr Lawrence’s denial or his explanation. The short point is there was money owed to Mr Chehade by Mr Lawrence’s entities despite it being their role to fund the development and Chehade Constructions was not charging interest on what it was owed. 259 Having regard to these matters and the unsatisfactory nature of his evidence about this email overall, I do not accept Mr Lawrence’s evidence about it and prefer Mr Chehade’s evidence to the contrary. I find that a reasonable businessperson in Mr Lawrence’s position would have understood from what Mr Chehade said to him that he did not accept and objected to a 10% interest rate, additional funding costs and a penalty based on an unrealistic construction period. 5 July 2019 Email 260 On 5 July 2019, Mr Lawrence sent Mr Chehade an email in nearly identical terms to his 30 April 2019 email. This time, the same 10% interest rate and additional funding costs were stated to apply retrospectively to all current and future developments. 261 As for the earlier email, Mr Chehade did not respond in writing. Nor did Mr Chehade say anything to communicate acceptance of these terms, having already told Mr Lawrence orally not to mention anything about interest in their earlier café conversation. 262 Mr Lawrence’s evidence about the 5 July 2019 email was unsatisfactory and I do not accept it. 263 Mr Lawrence said in examination in chief that he recalled discussing this email with Mr Chehade who boasted and laughed about the $2,000 a week penalty fee, saying that getting house builds done within four months was not a problem. When asked how long after this email that conversation occurred, Mr Lawrence said it would have been beforehand because he would have generated the email based on their conversation. 264 This evidence was plainly reconstruction. Whilst it is plausible that Mr Chehade may have laughed at Mr Lawrence’s demand for new funding costs to apply, I do not accept that any laugh was accompanied by words that any reasonable businessperson in Mr Lawrence’s position would have understood as meaning he agreed to these new terms. In reaching this conclusion, I accept Mr Chehade’s evidence that it was not commercially feasible to build a house in 70 working days. -- 49 of 105 -- [2026] SADC 3 46 265 Mr Lawrence said in cross-examination there were several iterations of the clauses in his July email sent. He then denied that the July email was sent because Mr Chehade had not agreed its terms, saying:151 … I also sent it via text as well, to make sure that the words were properly understood and agreed. And I wanted confirmation from him that he was happy with the words. The words in these – the changes were probably very, very subtle, but it was an update. It was part of the conversation. 266 Not only was this evidence given by Mr Lawrence entirely unpersuasive, but it was untrue. The terms demanded in both emails were identical (which he eventually and reluctantly conceded). I do not accept that Mr Chehade ever told him he was ‘happy with the words’ or that there was an ongoing conversation on this issue to that effect. Sale of 17 Radar Street – January 2020 267 In furtherance of the parties’ joint venture for Radar Street, Property Partners caused it to be subdivided into two allotments known as 17 and 17A Radar Street. 17 Radar Street was sold as a house and land package in January 2020. The land sale settled on 24 March 2020 for a price of $165,000. 268 On 3 February 2020, Chehade Constructions entered into a written building contract with a third party purchaser for the construction of a single storey three- bedroom house with a single car garage. Sale of Gregory Street – February 2020 269 In January 2020, Chehade Constructions invoiced Lawrdo Super for the final instalment of the price for the construction of the house on Gregory Street. Mr Lawrence complained about the invoice in an email:152 Nabil, how does $7K variation get to 32K. Please ring me. 270 Mr Lawrence gave evidence in examination in chief about how he had discussed with Mr Chehade the $7,000 variance at a café meeting then received an invoice for $30-odd thousand. He said he went ballistic, sent an email about it and when they met at the café to discuss it they had a “big barmy”.153 271 The sale of the Gregory Street land as part of a house and land package settled on 4 February 2020. 272 Aside from the consensus that this development was loss making, as already mentioned, the evidence about it was sparse and confusing.154 Mr Lawrence 151 T526.25-.31. 152 Exhibit A2.25.274. 153 T362.10. 154 A Statement of Agreed Facts about the Glen Rovala Street/Gregory Street development was not provided until after trial. See MFI 39. -- 50 of 105 -- [2026] SADC 3 47 complained that Mr Chehade did not pay his fair share of the loss incurred and believed an interest rate of 10% applied to it. Contrary to Mr Chehade’s evidence, Mr Lawrence denied any discussion with Mr Chehade about wiping off this loss against the building contract for Connie Street, describing that proposition as “ridiculous”.155 273 Once the cross claim was withdrawn, there was no pleaded issue in dispute about the Glen Rovala Street/Gregory Street joint venture. Disputes about this development were only relevant to credit and advanced by the respondents as important context to the alleged agreement to end profit sharing made in early 2020. ‘Early’ 2020 Discussions 274 It is the respondents’ pleaded case that at a meeting at Almina’s café in about early 2020 around the time the Glen Rovala Street development was completed, Mr Chehade and Mr Lawrence orally agreed that there would be no profit sharing for existing and future development projects.156 It is alleged that it was agreed that the respondents would profit from the development activities and the applicants would profit from any building contracts if they were engaged to carry out any building works. 275 In evidence in chief Mr Lawrence said he forced a meeting with Mr Chehade by outlining to Mr Chehade the topics he wanted to sort out. He went armed with two reports he previously generated and his iPad and told Mr Chehade the return on each of the developments was unsustainable, ignoring interest. He said he gave Mr Chehade an ultimatum:157 …I said to him ‘You either take the 15% out and we share the profit or you relinquish the sharing arrangement and you keep your 15%’. He elected to take the 15%. I can see why because he at least he was making 15% on something, right. And that’s what the agreement was to go forward. So the profit share agreement came to an end at the meeting. 276 Mr Lawrence said Mr Chehade was reluctant to agree, but he forced the issue, told Mr Chehade it was not a negotiation, it was an ultimatum and if he didn’t do it, he was going to liquidate. 277 Mr Chehade denied this conversation occurred. 278 Mr Lawrence’s evidence on this topic was unsatisfactory on a number of counts and I prefer and accept Mr Chehade’s consistent denials that the conversation occurred as alleged. 279 That said, I accept that it is likely that Mr Lawrence continued to express his dissatisfaction with the return on their joint ventures to Mr Chehade throughout 155 T364.26. 156 Defence [1.13]. 157 T371.7-.14. -- 51 of 105 -- [2026] SADC 3 48 2020. There were difficulties with cash flow and Mr Lawrence had no funds. I am not satisfied however that Mr Lawrence ever expressed his dissatisfaction in the form of an ultimatum as to the options going forward to which Mr Chehade reluctantly agreed. If Mr Lawrence had forced the issue as he claimed he did, it is implausible that Mr Chehade would not have objected in the strongest of terms as he did in December 2016 when Mr Lawrence proposed their relationship change from joint venturers to owner/project manager. It is even more implausible that Mr Chehade would have agreed for Property Partners to forego its equal profit share on existing joint ventures and instead, ‘reluctantly’ elected to take a 15% margin on building contracts if he was awarded any. 280 Secondly, the alleged agreement to end profit sharing is a fundamental departure from the parties’ existing agreement. It had endured for nine years over their previous ventures without argument despite Mr Lawrence’s continuing complaints about falling interest rates, budget cost overruns and the rate of return he was receiving. Moreover, this variation to their existing agreement is alleged to have occurred part way through the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures. 281 By early 2020, Mr Chehade had already undertaken substantial work to manage the development of these properties that he had identified and introduced to Mr Lawrence to pursue as a joint venture on the same fundamental terms as their earlier joint ventures. It is important that the O’Connell Street development was anticipated to be their largest and most lucrative development yet and their plan was to finalise the other joint ventures before completing this joint venture. 282 To this end, by January 2020 they had finally subdivided Radar Street after many setbacks and only just sold the house block. 283 It makes no commercial sense for Mr Chehade to agree that Property Partners would not profit from the substantial development work he had undertaken over the preceding three years without any guaranteed return. 284 Thirdly, Mr Chehade had no reason to accept any ultimatum from Mr Lawrence. Mr Lawrence could not unilaterally liquidate the properties the subject of existing joint venture agreements without Mr Chehade’s agreement. These properties were joint venture property. Mr Lawrence had no legal entitlement to deal with the joint venture properties as if they were his own. Moreover, since they were partly developed, it makes not commercial sense to liquidate them before completion and not maximise their development profit. 285 In these circumstances, it is not credible to suggest that Mr Lawrence proposed to change the terms of their deal part way through and Mr Chehade ‘reluctantly’ agreed. -- 52 of 105 -- [2026] SADC 3 49 286 Mr Lawrence’s evidence that he could see why Mr Chehade ‘reluctantly’ agreed because he “was making 15% on something” was also not convincing.158 If Mr Lawrence was genuinely concerned about the significant risk involved in completing the O’Connell Street development, it would have been in his commercial interests to share the risk of a loss with Property Partners rather than deliver an ultimatum that led to an agreement that increased Mr Lawrence’s risk. 287 Fourthly, the alleged agreement to end profit sharing is unsupported by any contemporaneous documentary evidence. It is surprising there are no emails from Mr Lawrence proposing such a fundamental change to their arrangements given his propensity to record his complaints in emails to Mr Chehade. More concerning is the absence from evidence of the “two reports” Mr Lawrence said he generated to show why their developments were not sustainable ignoring interest.159 He was led in examination in chief by his counsel to say these reports were “something similar” to the March 2018 report Mr Chehade was shown.160 I do not accept this evidence as reliable and give it no weight. 288 There is another reason why I found Mr Lawrence’s evidence about the alleged agreement to end profit sharing uncompelling. Despite his precisely pleaded case that the alleged conversation at Almina’s café occurred in about early 2020 at about the same time the Glen Rovala Street development was completed, Mr Lawrence was unable to consistently date that conversation in his evidence. He variously and generally referred to this agreement as being made “in 2020”,161 “sometime in 2020”,162 “mid 2020”,163 “by September 2020”164 and “I don’t know whether it was May or whether it was later than that than May, but certainly in 2020 that agreement was struck.”165 289 These shifts in Mr Lawrence’s evidence were telling having regard to the logic of events at different times in 2020. They undermine the respondents’ submission that Mr Chehade’s alleged failure to share the loss on the Glen Rovala Street/Gregory Street development was a precursor to the alleged agreement to end profit sharing. It makes even less commercial sense for Mr Chehade to forego the development profit on O’Connell Street after the grant of development approval and building consent in July and August 2020. O’Connell Street – Progress as at March 2020 290 By March 2020, much of the work required to seek planning and development approval for O’Connell Street had been undertaken by Mr Chehade through Property Partners. The architect ET Design had prepared detailed location, site 158 T371.11-.12. 159 T372.1-.10. 160 T372.2-.10. 161 T627.28-.29. 162 T623.27-.31. 163 T536.6-.13. 164 T611.15-.20. 165 T606.32-.34. -- 53 of 105 -- [2026] SADC 3 50 and floor plans and elevations for 13 proposed single storey articulated masonry veneer houses to be built on the subdivided lots. A stormwater study was undertaken and its design prepared by KP Squared Engineering Pty Ltd. It had provided a fee proposal for civil engineering design and structural and footing design for the proposed residences in January 2020. 291 Arborists and traffic engineers had been consulted. There were numerous design issues, including as to rubbish collection, to meet Salisbury Council’s requirements for development approval and building consent. 292 The plan of proposed community division was lodged with Salisbury Council in late March 2020. On 31 March 2020, Chehade Constructions invoiced Lawrdo Investments $3,355.00 for the arborists, the plan of proposed community division and the engineer’s fees for the storm water drainage plan, which Lawrdo Investments paid without objection.166 293 The explanation given in the evidence as to why Chehade Constructions invoiced these as project costs, instead of Property Partners was that Property Partners instructed Chehade Constructions to manage these works. Funding O’Connell Street – March 2020 294 In early 2020, Mr Chehade had meetings with PCU to discuss funding the O’Connell Street development and identified that there were difficulties in borrowing development funds because the current ownership structure involved a SMSF. 295 By email dated 16 March 2020, Mr Chehade wrote to Mr Lawrence recommending that they start planning how they were going to move forward with funding to complete the development of O’Connell Street since they were nearing planning and development approvals. Mr Chehade identified the costs of the following steps:167 Once approvals have been granted, we will have to pay the following • open space contribution $120k • sewer and water fees sa water will forward a quote once it has been approved, as there some upgrades ive estimate around $50k • sa power networks, $30k We will need to pay all the above before we can lodge for separate titles except for the sa power networks that can wait when we begin construction. Then we will start on the civil works which we are estimating will be around $250k 166 Exhibit A5.12. 167 Exhibit A5.10.43. -- 54 of 105 -- [2026] SADC 3 51 296 Mr Chehade’s email continued by setting out two potential options for funding the development he had discussed with PCU. Both options required the title to be solely owned by Lawrdo Investments and not Lawrdo Super and contemplated funding construction of a house on each allotment. The first option proposed PCU funding the development in four stages. The second funding option was for construction of 13 houses after creation of 13 separate allotments and titles and completion of the civil infrastructure works, all proposed to be funded by Lawrdo Investments as the sole registered proprietor of O’Connell Street. 297 Mr Chehade’s email concluded with him promising to keep Mr Lawrence posted about the approvals and said they could discuss the matter further when they next met. 298 On 21 March 2020, Mr Lawrence asked his financial adviser to review the proposed funding options on condition that the title to O’Connell Street would be transferred from Lawrdo Super to Lawrdo Investments and propose a way forward.168 299 It is evident from these communications that Mr Chehade and Mr Lawrence had not reached any concluded agreement about how they would fund the further development of O’Connell Street. I do not accept Mr Lawrence’s evidence in cross-examination that Mr Chehade in his email was simply “regurgitating something” Mr Lawrence sent him.169 There was no such email in evidence. 17A Radar Street – May 2020 300 On 22 May 2020, Chehade Constructions entered into a building contract with Lawrdo Super for 17A Radar Street on a cost plus 15% basis. O’Connell Street – May to August 2020 301 By written agency agreement dated 21 May 2020, Ray White was appointed to market and sell the O’Connell Street allotments as house and land packages with Chehade Constructions as the nominated builder. In about July 2020, marketing materials were prepared to advertise house and land packages for this development. 302 Mr Chehade gave evidence that when he “got a hint”170 that the pending approvals were imminent, he caught up with Mr Lawrence and they discussed and agreed to appoint Ray White as agent to start marketing house and land packages. Mr Chehade signed the agency agreement on behalf of Lawrdo Investments and Lawrdo Super. He did so with Mr Lawrence’s approval and authority. 303 Whilst Mr Lawrence said he did not recall this discussion with Mr Chehade or having seen the agency agreement, in cross-examination he accepted that he knew 168 Exhibit A5.11.46. 169 T600.24-.25. 170 T152.10. -- 55 of 105 -- [2026] SADC 3 52 Ray White was engaged to sell house and land packages for O’Connell Street,171 and most importantly, that he had agreed with Mr Chehade that he could sell house and land packages.172 304 That this was the case was confirmed by the text Mr Chehade sent him attaching the advertising proof of signboard for O’Connell Street prepared by Ray White depicting built houses. 305 On 10 July 2020, development plan consent was granted for O’Connell Street for 13 single storey dwellings and associated internal driveway and landscaping subject to four reserved matters and eleven conditions. Building rules consent and development approval was still pending. 306 On 4 August 2020, the subdivision of the O’Connell Street land was approved and registered.173 Chicklade Street – September 2020 307 In September 2020, Mr Chehade and Mr Lawrence decided to build on the subdivided block because they had been unable to sell it as vacant land at a price that would yield a profit. 308 On 15 September 2020, Lawrdo Investments and Chehade Constructions entered into a written building contract for the construction of a new house on the Chicklade Street block. 309 The contract is based on a HIA 2014 SA Building Contract for New Homes and includes the usual clauses found in that form of contract. The works to be done and completed under the contract are defined by reference to contract documents, which are generically defined. None were in evidence. Whilst the contract price specified in the Contract Information is $160,000 including GST, it is also states:174 IMPORTANT: THIS PRICE MAY CHANGE. 310 In clause 14 of the addendum, it is expressly stated that the price is “subject to variation” and:175 171 T607.38-608.7. 172 T610.1-.3. 173 Exhibit A5.18.121. 174 Exhibit A4B.4.16. 175 Exhibit A4B.4.43. -- 56 of 105 -- [2026] SADC 3 53 ALSO, THE FINAL CONSTRUCTION PRICE IS TO BE CALCULATED AS COST 15%. ONCE THE HOUSE HAS BEEN COMPLETED AND THE PRICE OF THE CONSTRUCTION IS GREATER THAN THE PRICE CHARGED THEN THE OWNER WILL PAY A DIFFERENCE TO THE BUILDER, TO BE CALCULATED TO THE ABOVE PERCENTAGE; FURTHERMORE IF THE PRICE OF THE CONSTRUCTION ONCE THE HOUSE IS COMPLETED IS LESS THAN THE PRICE QUOTED THEN A REFUND WILL BE PAID TO THE OWNER TO BE CALCULATED TO THE ABOVE PERCENTAGE. WARNING THIS PRICE MAY CHANGE 14. The Owner and the builder both agree that once the house has been completed the builder will work out the final cost price which is the cost-plus profit plus GST. Once the final price has been finalised and if the total monies paid by the Owner equal to a higher amount than the final cost, the Builder will refund the monies charged over the final cost to the owner within 5 days. Furthermore; if the amount paid by the Owner equals to a lesser amount than the final cost, the owner will pay the Builder the difference within 5 days. 311 To fund the cost of construction, Lawrdo Investments took out a construction loan with PCU. O’Connell Street – September to November 2020 312 In September 2020, Mr Lawrence sent Mr Chehade a text telling him “to hold everything on O’Connell Street” because he had no funds to pay the stamp duty that would apply to the proposed transfer of the property from Lawrdo Super to Lawrdo Investments and was necessary for PCU to fund the development.176 313 By November 2020, the parties had not resolved how they would fund the further development of O'Connell Street. Mr Lawrence still did not want to pay the stamp duty on the transfer of the land from Lawrdo Super to Lawrdo Investments. 314 Attempts to sell the O’Connell Street allotments as house and land packages had not been very successful. By November 2020, only two allotments had been sold. Two building contracts were made between Chehade Constructions and third parties on 18 September and 11 November 2020. Both contracts subsequently fell through. 315 I accept Mr Chehade’s evidence that he was not really chasing sales in 2020 because they had not ‘figured out’ the funding and he told the agent to slow down the marketing. Mr Chehade was frank that he did not want to commit to fixed prices for the building works when he did not know when he would be starting to build. 176 Exhibit A5.20.129. -- 57 of 105 -- [2026] SADC 3 54 Chicklade Street – December 2020 316 On 17 December 2020, Chehade Constructions invoiced Lawrdo Investments $440 for repegging the boundary of Chicklade Street. The invoice is unpaid and is the subject of the dispute addressed later in these reasons.177 317 On 24 December 2020, a contract for sale of the Chicklade Street property for a price of $315,000 was signed by Mr Chehade on behalf of Lawrdo Investments. The contract was subject to the approval of finance and specified the inclusion of certain chattels and vendor’s works. It is common ground that before signing this contract on Christmas eve, there were discussions between Mr Chehade and Mr Lawrence about the upgrade works required by the purchaser but there is contention about how much Mr Chehade told Mr Lawrence these works would likely cost. 318 This dispute is more conveniently dealt with later in these reasons in the context of Chehade Constructions’ claim for unpaid construction costs.178 O’Connell Street – January to March 2021 319 By letter dated 15 January 2021, PCU set out the indicative terms of finance for the further development of O’Connell Street by the construction of new houses in three stages. The letter expressly stated that its terms did not represent an offer of finance. Its conditions were extensive and included confirmation of the ownership structure and minimum pre-sales. 320 By this time, Mr Chehade through Property Partners as project manager had applied for planning and development approval for the subdivision of O’Connell Street into 13 separate community title allotments. Bartlett Drafting had been engaged to complete an outer boundary survey and prepare a suitable plan of division for lodgement at the LTO. 321 In March 2021, Mr Chehade and Mr Lawrence again exchanged emails about the future of the development. Mr Lawrence asked for estimates to support the future costs of the project at the request of his financial adviser and expressed concerns about the high risk of the project. 322 Mr Chehade asked to meet him to discuss the project, noting that they had contracts that would fall over if they could not show works being carried out and that he was still waiting on quotes to come in. In response, Mr Lawrence told Mr Chehade that he needed the sales of Radar Street and Chicklade Street to settle to demonstrate that he had sufficient funds to live on and until the background information was provided, his financial adviser “won’t underwrite or recommend property transfer titles from the Super to Unit Trust.”179 177 See [560]-[565] below. 178 See [566] and following below. 179 Exhibit A5.24.150. -- 58 of 105 -- [2026] SADC 3 55 323 This correspondence is important because it demonstrates that Mr Chehade and Mr Lawrence had still not reached a concluded agreement to develop O’Connell Street by the joint venture constructing houses on the subdivided allotments and selling built houses. This left open as the agreed way forward the sale of house and land packages with Chehade Constructions as the nominated builder as they had agreed in May 2020. 324 Meanwhile, without consulting Mr Chehade, Mr Lawrence through ABC approached National Realty (Aust) Pty Ltd and Lawrdo Super and Lawrdo Investments appointed it as residential sales agent for O’Connell Street under a written agreement signed on 7 March 2021. 325 In evidence, Mr Lawrence accepted that by this time he had considered completing the development without Mr Chehade. Although he also said he did not take this step to actively cut him out, I do not accept his evidence. Other evidence shows that Mr Lawrence was already engaged in discussions with ABC about progressing the development without Mr Chehade despite the O’Connell Street property being a joint venture asset that Mr Lawrence’s entities held on trust. He was not free to deal with it as he chose and this step was plainly taken to position himself to exploit the O’Connell Street development on his own. 326 On 24 March 2021, Chehade Constructions invoiced Lawrdo Investments for $16,233.30 including GST for costs incurred for O’Connell Street. This invoice has not been paid and is the subject of the dispute addressed later in these reasons.180 Sale of Chicklade Street – April 2021 327 On 21 April 2021, a second sale contract was signed for Chicklade Street at a price of $335,000. The first sale contract had fallen through. This second sale settled on 20 May 2021. 328 On 21 May 2021, Chehade Constructions invoiced Lawrdo Investments $32,870 for the balance of the construction costs. This invoice was not paid and is also the subject of the dispute addressed later in these reasons.181 329 After completion of the Upton Street/Chicklade Street development, Lawrdo Investments refused to share any of the profit generated by this project with Property Partners on the basis that any profit sharing ceased in early 2020 following the oral agreement allegedly made between Mr Chehade and Mr Lawrence. O’Connell Street – June to August 2021 330 By email sent on 2 June 2021, Mr Lawrence terminated Ray White’s sales agency without consulting Mr Chehade. His email gave as the reason for no longer requiring their services that they had not met presale prerequisites and stated he 180 See [566]-[576] below. 181 See [566]-[576] below. -- 59 of 105 -- [2026] SADC 3 56 would be “looking at other options going forward”.182 In context of the other reliable evidence, it is apparent Mr Lawrence’s other options did not include Mr Chehade. 331 On 7 June 2021, Mr Lawrence sent Mr Chehade the following email:183 Nabil, My concerns in regards [O’Connell Street] have already been communicated to you, plus it was made abundantly clear to me that the Radar Street issues has [sic] complicated things. Based on the avove [sic], this email has been sent to formally inform you that you are not to proceed or action any further matters associated with this development and your association with this development ceases with immediate effect and as such you do not represent any of the LawrDo’s Groups interests. 332 This email was sent absent any prior discussion with Mr Chehade. Mr Chehade did not respond and instead engaged solicitors to deal with his disputes with Mr Lawrence over their joint ventures. 333 None of the justifications that Mr Lawrence gave in examination in chief for taking this step were discussed with Mr Chehade and are legally not relevant. 334 On 9 August 2021, Mr Lawrence emailed Ms Rossi and instructed her to remove all invoices for O’Connell Street from her accounts, to instruct Bartlett Drafting to reissue all invoices to Lawrdo Investments and he would pay the subdivision costs for O’Connell Street “when this project is reactivated,” implying that it was on hold.184 However, it was not true that the project was on hold because Mr Lawrence was already secretly dealing with ABC to complete the development without Mr Chehade and his entities’ participation. 335 On 12 August 2021, referring to an invoice for soil bore logs and a footing construction report from KP Squared Engineering, Mr Lawrence sent Mr Chehade a further email:185 Nabil, the above mentioned invoice is not recognised by the LawrDo Group. The work you have actioned or progressing was not sanctioned, authorised or agreed…The LawrDo Group is not in a financial position to proceed with this development and is unable and unwilling to underwrite any liabilities as a result of your actions. Notwithstanding, you have been advised that your participation in this development is not required. 336 Mr Lawrence did not tell Mr Chehade that he was secretly dealing with ABC to complete the development without Mr Chehade and his entities’ participation. 182 Exhibit A5.27.158. 183 Exhibit A5.27.158. 184 Exhibit A5.30.168. 185 Exhibit A5.32.171. -- 60 of 105 -- [2026] SADC 3 57 Caveat over O’Connell Street – October 2021 337 On 12 October 2021, Property Partners’ solicitor prepared and lodged a caveat claiming it has an interest in the O’Connell Street land under an unsigned written joint venture agreement dated 7 October 2016 in the same terms as a series of earlier joint venture agreements between the caveator and the caveatee that are signed.186 338 In support of their case that the terms of the PMS Agreement initially applied to the disputed joint ventures, the respondents submitted that “Chehade even relied on one of the versions (7 October 2016)” when lodging the caveat.187 339 The respondents’ submission lacks merit and the points taken by the applicants in their submissions in this regard are well made.188 The evidence does not establish that the version relied on in the caveat is Mr Lawrence’s revision emailed on 30 September 2016 or is even Mr Chehade’s earlier draft. In any event, it does not matter since the caveat is not in issue. More fundamentally, Property Partners’ reliance on it in the caveat is no basis for inferring that Mr Chehade and Mr Lawrence subsequently agreed to be bound to the terms of the PMS Agreement, a subsequent draft proposed on substantially different terms. Completion of 17A Radar Street – October 2021 340 17A Radar Street was sold to M&G Carlo by contract dated 13 September 2021 for $495,000. Settlement took place on 20 October 2021 and the net sale proceeds of $64,371.50 were paid into the Lynch Meyer trust account. 341 The applicants claim they are entitled to share the profits of the Radar Street joint venture in equal proportion to Lawrdo Super and seek a monetary judgment and consequential order for payment out of the Lynch Meyer trust account or alternatively an order for a taking of accounts. 342 The respondents contend the development of Radar Street is governed by the terms of the PMS Agreement. They further deny the applicants have any entitlement to share the profits of the Radar Street development on the basis of the alleged 2020 agreement not to share profits. In the alternative, the respondents disagree about the calculation of interest in determining the profit to be shared equally. 343 These key disputes are addressed later in these reasons. Completion of O’Connell Street 344 The respondents were not entitled to deal with the O’Connell Street land as if it were their own. It was a joint venture asset and subject to ongoing contractual and fiduciary obligations owed to Property Partners, as discussed later in these reasons. 186 Exhibit A5.55. 187 Respondents Written Closing [23]. 188 Applicants Written Closing [29]. -- 61 of 105 -- [2026] SADC 3 58 345 From about March 2021, Mr Lawrence for the respondents took steps to exclude the participation of Property Partners from the O’Connell Street development and progressed the development to completion without further consulting Mr Chehade or accounting for the profits generated by the development. The respondents did so with the assistance of ABC and an interstate buyer’s agent, Mr Adam Albrecht of Momentum Property Solutions introduced by ABC. ABC undertook the role of project manager and provided sales consulting services in place of Property Partners. 346 On 31 August 2022, Plan SA notified ABC of the grant of planning and land division consent and development approval for O’Connell Street.189 ABC managed the lodgement of a new application for the respondents using the documents that had been prepared by Property Partners for the original application for which approvals had been granted in July and August 2020. 347 On 20 July 2023, the respondents paid the open space contribution. 348 The civil infrastructure works were carried out by another builder, YY Group Pty Ltd instead of Chehade Constructions. 349 Ultimately, the 13 subdivided allotments were sold as house and land packages between April and July 2023 and between January and May 2024 with YY Group Pty Ltd as the nominated builder instead of Chehade Constructions. The total price received from the land sales was $2.618 million. 350 Whether the respondents’ conduct in completing the development without the applicants’ further participation constituted breaches of their contractual and fiduciary duties to the applicants are key questions addressed later in these reasons. CONTRACT CLAIMS Issues 351 In this case the Court’s task in ascertaining the terms of the parties’ agreement is confined by the admissions made in the pleadings and the evidence, as well as concessions made in the Statement of Agreed Facts and Issues. 352 It is common ground and established by the evidence that without any written or express oral agreement, the parties initially agreed to share profits and losses for the disputed joint ventures in equal proportions.190 The evidence also establishes that initially the parties conducted themselves for these developments in the same fundamental terms as they had for their earlier joint ventures, save for the participation of Lawrdo Super from 2016. Indeed, both Mr Chehade and Mr Lawrence accepted that this was their common understanding and agreement at the time they orally agreed to proceed with the settlement of the purchase 189 Exhibit A5.38.196. 190 MFI 1 [4]. -- 62 of 105 -- [2026] SADC 3 59 contract and develop each of the Radar Street, Upton Street/Chicklade Street, Charmaine Avenue/Connie Street and O’Connell Street properties. 353 It is also common ground and established by the evidence that where Chehade Constructions was engaged to do any building works after 2016 instead of Integrity New Homes, this was done on a cost plus 15% basis. 354 Contrary to the respondents’ submission, it is therefore not necessary for the Court to untangle the parties’ “messy” arrangements spanning many years and determine precisely all that was agreed and when and whether it was agreed in writing, orally and/or by conduct. The applicants’ pleaded case has not shifted as submitted by the respondents in closing oral submissions, which submission was contrary to their opening. 191 355 Ultimately, the parties’ disputes about the precise terms of their agreement about the disputed joint ventures concern essentially three questions. 356 First, there is a threshold question about whether there is an overarching joint venture agreement or a series of joint venture agreements between the parties. Depending on the answer, there is a further question as to whether Chehade Constructions was a party to the overarching joint venture agreement or agreements to which Property Partners, Lawrdo Super and Lawrdo Investments were incontrovertibly parties. 357 The second question is whether Property Partners is entitled to share profits equally with the respondents for the disputed joint ventures. The answer turns on whether Mr Chehade and Mr Lawrence agreed in early 2020 that Property Partners would no longer be entitled to share any profits for the developments then underway, bearing in mind the uncontentious starting point that there was an existing agreement between the parties that they would share profits equally for each of these developments as joint venturers. 358 The third question is what was the agreed basis for calculating interest in determining profit should the Court find Property Partners is entitled to share profits equally. The answer turns first on whether the parties agreed in December 2016 that the terms of the draft PMS Agreement would apply to their joint ventures going forward and secondly, whether Mr Chehade agreed to an interest rate of 10% and other funding costs applying to the calculation of interest in July 2019. Principles – Ascertainment of terms 359 The applicable legal principles are well-established and uncontentious. 360 Incontrovertibly, whether an agreement has been entered into is to be objectively assessed. The objective intention of the parties is fact-based, found in all the 191 Respondents Written Opening at [2]: “A key issue that affects most of the claims is whether the commercial arrangements between the parties continued in the same manner for each joint venture, or whether at certain moments the arrangement changed.”; T694.20-.24. -- 63 of 105 -- [2026] SADC 3 60 circumstances, including by drawing inferences from the parties’ words and conduct in making their agreement.192 Uncommunicated subjective intention is not determinative.193 361 The question whether there is an intention to create legal relations depends on “the subject matter of the agreement, the status of the parties to it, their relationship to one another, and other surrounding circumstances” as well as standards of reasonable conduct in the known circumstances.194 362 In a commercial context, determination of the requisite contractual intention involves a consideration of: 195 …the surrounding circumstances known to [the parties] and the commercial purpose or objects to be secured by the contract. Appreciation of the commercial purpose or objects is facilitated by an understanding “of the genesis of the transaction, the background, the context [and] the market in which the parties are operating.” As Arden LJ observed in Re Golden Key Ltd, unless a contrary intention is indicated, a court is entitled to approach the task of giving a commercial contract a businesslike interpretation on the assumption “that the parties … intended to produce a commercial result”. A commercial contract is to be construed so as to avoid it “making commercial nonsense or working commercial inconvenience.” (Citations omitted) 363 In a case such as this where the contract is informal, it is necessary for the Court to have regard to the whole of the evidence (not just the evidence of what was said) at the time of contracting to find what the terms of the alleged contract were. In finding the facts:196 …the evidence of witnesses as to words written or spoken by the parties (and their knowledge of the relevant matters at the time of the contract) must be weighed alongside the objective surrounding facts (which are undisputed or which are established by other objective evidence) and also with the apparent logic of events. It may be difficult in this process to distinguish between terms of the contract based solely or centrally upon words used by the parties and those based only in part on those words but also upon surrounding facts and logic of events. The task is to ascertain what the words and conduct of the parties would have conveyed in all the circumstances to a reasonable person who had the knowledge reasonably available to the parties. The essential question is whether the parties’ conduct – what was said and 192 Kuehn & Kuehn v Masterton Homes (NSW) Pty Ltd [2020] NSWSC 1049 (Kuehn) at [29] citing Allen v Carbone (1975) 132 CLR 528, 532; Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540, (Australian Broadcasting Corporation) at 548-9; Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95 at [25] (Gaudron, McHugh, Hayne and Callinan JJ). 193 Australian Broadcasting Corporation at 548-549; Sion v NSW Trustee & Guardian [2013] NSWCA 337 at [38] (Emmett JA, Basten and Barrett JJA agreeing); Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165 at [40] (Gleeson CJ, Gummow, Hayne, Callinan and Heydon JJ). 194 Ermogenous at [25] (Gaudron, McHugh, Hayne and Callinan JJ); Film Bars Pty Ltd v Pacific Film Laboratories Pty Ltd (1979) 1 BPR 9251 (Film Bars) at 9255. 195 Electricity Generation Corporation v Woodside Energy Ltd & Ors (2014) 251 CLR 640 at 656-657. 196 Realestate.com.au Pty Ltd v Hardingham & Ors [2022] HCA 39 at [46]-[47] (Gordon J). -- 64 of 105 -- [2026] SADC 3 61 not said and the evident commercial aims and expectations of the parties in the context of what they knew – reveals an understanding or agreement or, as sometimes expressed, a manifestation of mutual assent to be legally bound in some particular respect. (Citations omitted) 364 Whilst the subsequent conduct of the parties may generally not be referred to in construing the terms of a previously concluded contract, such conduct is admissible on the question of whether a contract is formed. It is well-established that regard may be had to the parties’ subsequent communications for the purpose of assessing whether it was not in their contemplation to be bound until all the essential preliminaries had been agreed or until a formal contract had been drawn up embodying all the matters incidental to the transaction.197 365 Continuing negotiations or other expressions of a common understanding not to be bound, objectively viewed, are directly probative of whether a contract exists. Simply expressed, words and conduct inconsistent with the existence of a concluded contract are relevant but the weight they carry in negativing the conclusion that a contract exists will depend on the circumstances. 366 However, a party’s conduct not in the presence of or involving the other party will have little, if any, probative value in determining contractual intention because subjective intention is not relevant.198 That said, such conduct may be relevant to assessing the reliability of the witnesses’ testimony199 or, depending on the circumstances, may be legitimately used against a party as an admission by conduct of the existence or non-existence, as the case may be, of a subsisting contract.200 367 It is also well accepted that an enforceable contract may be inferred when the manifest intention of the parties, objectively ascertained, evinces a tacit agreement with sufficiently clear terms.201 However, as a general rule, an offeree’s silence will not be taken as acceptance of a contractual obligation sought to be imposed by an offeror:202 Various explanations may be offered for this principle. One is that it derives from the disinclination of the common law to impose legal liability upon individuals for omissions. Another is that it is a consequence of the common law's protective attitude towards liberty of conduct and its resistance to the unilateral imposition of obligations. Still another is that it derives from the contractual theory of the common law that a binding and legally enforceable agreement must be mutually achieved by offer and acceptance. Whatever the history of and reasons for the general rule, its existence is not in doubt. 197 Australian Broadcasting Corporation at 547-8 and the authorities cited therein. 198 Holt v Bunney [2020] SASCFC 89 (Holt v Bunney) at [2] (Kourakis CJ) and at [143] (Nicholson J). 199 Et-China.com International Holdings Ltd v Cheung (2021) 388 ALR 128 at [25]-[29] (Bell P). 200 Film Bars at 9255–6 (McClelland J). 201 Holt v Bunney at [148] (Nicholson J) citing King Tide Company Pty Ltd v Arawak Holdings Pty Ltd [2017] QCA 251 at [17]-[21] (Bond J). 202 Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523 at 527-8 (Kirby P). -- 65 of 105 -- [2026] SADC 3 62 (Emphasis in original) 368 Nonetheless, the silence of an offeree in conjunction with other circumstances may indicate acceptance. For example, where an offeree with a reasonable opportunity to reject the offer of goods or services takes the benefit of them in circumstances indicating that they were to be paid for in accordance with the offer, a finding that the offer was accepted is open. 369 It is not enough, however, for the evidence of the parties’ subsequent conduct to be merely consistent with the terms of the allegedly binding agreement. The evidence must positively establish that a reasonable businessperson would regard the conduct of the offeree, including their silence, as signalling to the offeror that their offer was accepted.203 370 In this regard, it is important to avoid the fallacy of inferring from conduct that is not inconsistent with the existence of a contract that the conduct actually took place because of the contract.204 As it was said in Integrated Computer Services Pty Ltd v Digital Equipment Corp (Aust) Pty Ltd:205 … it is an error to “suppose that merely because something has been done then there is therefore some contract in existence which has thereby been executed”. 371 On the question of onus, two observations are pertinent. 372 First, the respondents have joined issue with the applicants as to whether Chehade Constructions is a party to the alleged overarching joint venture agreement and entitled by its terms to undertake the building works generally and specifically for O’Connell Street. The applicants bear the onus of proving the conversations and conduct relied on to the reasonable satisfaction of the Court and establishing there was a binding contract as alleged.206 373 Secondly, since the parties have joined issue about whether the existing terms of the parties’ joint venture agreement as regards profit sharing and interest were varied, the respondents bear the onus of proving the conversations relied on to the reasonable satisfaction of the Court and establishing there was a binding variation to the existing contract as alleged.207 374 This onus was explained in Kallin Pty Ltd v ACN 107 851 847 Pty Ltd208 by Hammerschlag J (as his Honour then was) as follows: 203 Ibid at 535 (McHugh J). 204 GC NSW Pty Ltd v Galati [2020] NSWCA 326 at [90] (Gleeson JA) citing Heydon on Contract (2019), [2.110]. 205 (1988) 5 BPR 11,110 at 11,117 (McHugh JA) citing Howard W, “Contract, Reliance and Business Transactions”, [1987] Journal of Business Law at 127. 206 Ermogenous at [26] (Gaudron, McHugh, Hayne and Callinan JJ); Sagacious Procurement Pty Ltd v Symbion Health Ltd [2008] NSWCA 149 at [69]. 207 Ibid. 208 [2018] NSWSC 124 at [42]. -- 66 of 105 -- [2026] SADC 3 63 Where a party seeks to rely upon spoken words as a foundation for a cause of action, including a cause of action based on a contract, the conversation must be proved to the reasonable satisfaction of the Court, which means that the Court must feel an actual persuasion of its occurrence or its existence. In the absence of some reliable contemporaneous record or other satisfactory corroboration, a party may face serious difficulties of proof. Such reasonable satisfaction is not a state of mind that is obtained or established independently of the nature and consequences of the fact or facts to be proved. The seriousness of an allegation made, inherent unlikelihood of an occurrence of a given description, or the gravity of the consequences flowing from a particular finding are considerations which must affect the answer to the question of whether the issue has been proved to the reasonable satisfaction of the Court. Reasonable satisfaction should not be produced by inexact proofs, indefinite testimony, or indirect inferences: see Briginshaw v Briginshaw (1938) 60 CLR 336 at 362; Helton v Allen (1940) 63 CLR 691 at 712; Rejfek v McElroy (1965) 112 CLR 517 at 521; Watson v Foxman (1995) 49 NSWLR 315 at 319. Threshold Questions The Issues 375 The applicants’ pleaded case is that there is an overarching joint venture agreement between the parties, including Chehade Constructions, and it would undertake any building work required on a cost plus 15% basis.209 The respondents join issue with this allegation in their pleaded defence generally and specifically contend Chehade Constructions had no legal entitlement to be awarded any building work for the O’Connell Street development. Conclusion 376 The evidence clearly establishes that a series of joint venture agreements was made and each was varied from time to time. Whilst the essential terms were the same, these agreements take various forms and each governs a single development. There is no overarching joint venture agreement between the parties that governs all of the developments. 377 The evidence also establishes that Chehade Constructions has no contractually binding entitlement to carry out the building works for the parties’ joint ventures generally as a party to an overarching joint venture agreement. 378 Whether Chehade Constructions has any contractual entitlement to carry out the building work under any agreement specific to the O’Connell Street development is a different question and important to resolve for the disputes over the O’Connell Street development. 379 In evidence, Mr Lawrence essentially conceded that it was agreed that Chehade Constructions would carry out the civil infrastructure works and I have found so. For the reasons that follow shortly, I have also found there was a legally binding agreement made between Mr Chehade and Mr Lawrence for Chehade Constructions to carry out the residential building works for O’Connell Street as 209 Claim [1]. -- 67 of 105 -- [2026] SADC 3 64 the nominated builder for house and land packages that Ray White were engaged to sell. Analysis Confinement to the Pleadings 380 In closing oral submissions, the respondents contended the applicants in their written closing had changed their case as pleaded, opened on and advanced at trial. Particular attention was drawn to the applicants’ submissions referring to “repudiation” of contractual obligations and the respondents having “terminated” the joint venture.210 The respondents further submitted that the applicants had always cast their claims for their alleged profit share from these developments on the basis of breaches of fiduciary and not contractual duties because it suited the applicants in the interlocutory stages. 381 I reject the respondents’ contentions for the following reasons. 382 The applicants’ claims in contract and the underlying facts in issue, whilst not ‘perfectly’ pleaded (adopting the words of the applicants’ counsel), are tolerably clear and give fair notice of the case to be met in contract. This is made plain by the orders sought211 and the applicants’ case as advanced and defended at trial. 383 The contractual terms and their breach by the respondents’ alleged failure to provide any accounting to determine Property Partners’ 50% profit share were expressly pleaded for each of the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures.212 384 For O’Connell Street, the (amended) plea alleging repudiation of the joint venture (whilst oddly placed in the claim) and the submissions referring to termination of the joint venture were plainly advanced in support of alleged breaches of contract as well as fiduciary duties. Whether the respondents “repudiated” the joint venture for O’Connell Street was identified as a separate issue to be determined in the Statement of Agreed Facts and Issues.213 385 That Chehade Constructions only advanced a claim in contract and none for breach of fiduciary duty demonstrates this complaint is without merit. Otherwise, what case were the respondents meeting? 386 Further, the respondents’ alleged conduct in completing the O’Connell Street development without consulting the applicants and excluding their further participation was squarely put in issue and the subject of extensive evidence. Whilst there is no pleaded case of termination of contract to be met, it is trite law 210 Applicants Written Closing [5.3], [5.4.5] and [5.6]. 211 Claim Part 4 [2(g)]. 212 Claim [1]-[5], [11], [21], [33], [36] and [40]. 213 MFI 1 [36] and [37]. -- 68 of 105 -- [2026] SADC 3 65 that a cause of action for common law damages in contract arises from any proven breach of contract, whether or not the contract is terminated. No Overarching Joint Venture Agreement 387 The evidence establishes that from 2011 to 2017 separate agreements were made for each property that was purchased in the name of Lawrdo Investments and/or Lawrdo Super for the purpose of developing each one with Property Partners as a joint venture. 388 The first joint venture was established under a written agreement made between Property Partners and Mr Lawrence on 15 December 2011, the terms of which were specific to the Baldock Road property. Lawrdo Investments became a party to the joint venture at settlement of Baldock Road, when it was nominated as purchaser and became the registered proprietor of the land. By operation of clause 2, this joint venture terminated on completion of the development and sale of the property and the subsequent finalisation of an accounting between Property Partners and Lawrdo Investments. 389 At the time this agreement was made, there is no evidence indicating that the parties intended they would develop any further properties together as joint venturers. 390 The second joint venture for Lauder Street was established under a written agreement made between Property Partners and Lawrdo Investments on 13 February 2013 on the same fundamental terms as Baldock Road. It was made after the Baldock Road joint venture had terminated. Like Baldock Road, by operation of clause 2, this joint venture terminated on completion of the development and sale of the property and the subsequent finalisation of an accounting between Property Partners and Lawrdo Investments. 391 Between 2013 and 2015 five further properties were purchased and developed in substantially the same way by Property Partners and Lawrdo Investments as joint ventures as Baldock Road and Lauder Street. Each property was purchased and its development completed at different times. There was a separate accounting and equal sharing of profits between the joint venture parties for each property. The evidence does not support a conclusion that the parties intended these or any future joint ventures to be the subject of an overarching agreement, although the essential terms of each agreement were the same. 392 The joint ventures with third parties (Liberman Road and Barakoola Street) were established under separate written agreements made at different times. 393 Between 2016 and 2017 joint ventures for another five properties were established at different times by oral agreements made between Mr Chehade and Mr Lawrence to proceed to develop each property as joint venturers. Each agreement was made on the common understanding and assumption that the terms of their agreement would be the same as adopted for their earlier joint ventures. That is, essentially, -- 69 of 105 -- [2026] SADC 3 66 Mr Chehade through Property Partners would find the property and manage all the development works. Mr Lawrence through Lawrdo Investments and/or Lawrdo Super would fund the purchase, development and holding costs. Whilst Mr Chehade through Property Partners would control the development works, he would consult Mr Lawrence and key decisions would be made jointly. On sale of the developed property there would be an accounting and the profits or losses would be shared equally between the joint venture parties. 394 Having regard to the way the parties conducted all their joint ventures, a reasonable businessperson in the position of the parties would have understood that they intended neither of them could unilaterally terminate any joint venture or exclude the other from further participating in the joint venture 395 For Radar Street, Mr Chehade’s unchallenged evidence was that he discussed developing it as a joint venture with Mr Lawrence at a café meeting in about June 2016. He said he gave Mr Lawrence a copy of his “re-done paperwork”, who was not happy with it. 214 Mr Lawrence sent him revised drafts and ultimately, on 15 December 2016, the draft PMS Agreement. Each draft agreement expressly identified Radar Street and terms providing for a joint venture between Property Partners and Lawrdo Super to purchase and develop only that property. None of these drafts were in a form suitable for an overarching joint venture agreement for the development of multiple properties. 396 For Upton Street, Mr Chehade’s unchallenged evidence was that he and Mr Lawrence discussed developing it together after he had signed the purchase contract. There was no specific discussion about terms: “…I basically just rang him up, tell him I got another one and that was it…”215 He said the same thing happened for Charmaine Avenue. Whilst his evidence about establishing the Glen Rovala Street and O’Connell Street joint ventures was generalised, I am satisfied their practice was to meet and discuss development opportunities as Mr Chehade identified them and when they decided to proceed with these properties, they did so on the common understanding and assumption that the same essential terms would apply as had for their previous joint ventures. 397 In the proven circumstances, the inference that Mr Chehade and Mr Lawrence intended each property to be the subject of a separate joint venture agreement between Property Partners on the one hand, and Lawrdo Investments and/or Lawrdo Super on the other, is compelling. Chehade Constructions’ Right to Build Generally 398 Chehade Constructions did not carry out any building work in relation to joint venture properties until 2017. It was not licensed until December 2016. Plainly it 214 T76.23-77.6. 215 T102.4-.7. -- 70 of 105 -- [2026] SADC 3 67 was not a party to the early joint ventures and the applicants do not contend that it was. 399 The applicants’ pleaded case was that in 2016, Mr Chehade and Mr Lawrence agreed to changes to their joint venture arrangements going forward, including that Chehade Constructions would be the builder for their overarching joint venture instead of Integrity New Homes. In advancing their case, the applicants allege with specificity this change was agreed in a discussion that took place at a meeting in 2016 at Almina’s café at 140 Prospect Road, Prospect.216 400 There is consensus that a meeting took place in about June 2016 at which some changes to the parties’ arrangements were discussed without objection. In his evidence about this meeting, Mr Chehade did not mention any discussion, let alone an agreement being made about Chehade Constructions or its proposed role going forward. On the topics of builders, he only referred to discussing getting out of the building company he had been involved with.217 401 In cross-examination, when asked whether Mr Chehade told him that Chehade Constructions was going to do the construction work going forward instead of Integrity New Homes, Mr Lawrence said: “No, that wasn’t expressly expressed.”218 402 Having regard to all the evidence, I am not satisfied that the topic of Chehade Constructions or its role as builder for the joint ventures going forward was discussed at this June 2016 café meeting, let alone was the subject of any agreement that was intended to be legally binding. 403 Thereafter, the evidence does not establish any overarching understanding or agreement or as sometimes expressed, any manifestation of legally binding mutual assent for Chehade Constructions to be a joint venture party on terms entitling it to carry out the building works required for subsequent joint ventures, whether for renovations or new builds. What works it would carry out for any development was a matter to be discussed and agreed in the circumstances of that joint venture. 404 The following considerations lead to this conclusion. 405 From 2017, Chehade Constructions only carried out the building works for the specific developments where it was engaged to do so, which works varied depending on what was agreed as required. 406 The building works carried out by Chehade Constructions were undisputedly the subject of separate oral or written agreements made between Mr Chehade on behalf of Chehade Constructions on the one hand, and Mr Lawrence on behalf of Lawrdo Investments and/or Lawrdo Super on the other that were property specific and 216 Claim [3(b)]. 217 See [153] above. 218 T490.6-.9. -- 71 of 105 -- [2026] SADC 3 68 made at different times in varying circumstances.219 The first building works carried out by Chehade Constructions concerned renovations in 2017. 407 Whilst Chehade Constructions always charged and was paid for any building works it carried out on the basis of cost plus 15%, consistent pricing does not support the existence of an overarching agreement to be entitled to be the builder for all developments going forward. 408 The costs of building work were treated as expenses in determining joint venture profit that was shared equally between Property Partners on the one part and Lawrdo Investments and/or Lawrdo Super on the other part. Self-evidently Chehade Constructions did not share joint venture profits. 409 The proposed parties to the draft agreements exchanged between Mr Chehade and Mr Lawrence for Radar Street between June and December 2016 were Property Partners and Lawrdo Super and did not include Chehade Constructions. There is no mention of Chehade Constructions or the topics of builders and building works in the emails exchanged between Mr Chehade and Mr Lawrence in 2016 concerning the terms of a proposed joint venture agreement. 410 As regards Radar Street, the context in which changes to the parties’ joint venture arrangements were discussed, the evidence does not establish that in 2016 Mr Chehade and Mr Lawrence discussed Chehade Constructions, let alone agreed to it carrying out the building works for Radar Street specifically or generally going forward. This is not surprising for two reasons. 411 First, Chehade Constructions was not licensed to carry out building works until 21 December 2016. 412 Secondly, no building works were initially contemplated in developing Radar Street because it was purchased as vacant land and it was the only proposed development under consideration in 2016. It was not until April 2019 that approval to subdivide Radar Street was granted and the first allotment sold as a house and land package in January 2020. It was in May 2020 that Chehade Constructions and Lawrdo Super entered into a written agreement to build a house on the remaining subdivided block at Radar Street. 413 Finally, Mr Chedade’s evidence was that he told Mr Lawrence “on many occasions, not once, not twice, on many occasions” he was more than happy for them to use another builder if Mr Lawrence could find one that would provide the same service for a lesser price.220 This evidence does not establish a binding agreement. It reveals that which builder would carry out any building works was a matter to be agreed depending on the circumstances and was property specific. 219 See [113] and [114] above. 220 T223.8-.9. -- 72 of 105 -- [2026] SADC 3 69 For O’Connell Street 414 As already observed above, it is a different question whether there was any subsequent understanding or agreement or, as sometimes expressed, any manifestation of legally binding mutual assent for Chehade Constructions to be the builder for O’Connell Street that was breached by the respondents from about March 2021 by excluding the applicants from further participating in this development and unilaterally progressing it to completion by the sale of house and land packages with another builder. 415 For O’Connell Street, the applicants’ pleaded case was that Mr Chehade and Mr Lawrence agreed in early 2020 to start marketing the property and get all plans organised to start construction, following which Chehade Constructions entered into two building contracts with third parties.221 The applicants further allege these building contracts could not proceed because the respondents had not funded the finalisation of the subdivision in breach of the contract and then excluded Chehade Constructions from any entitlement to be the builder through the sale of house and land packages nominating another builder and engaging that builder to carry out the civil infrastructure works to complete the development.222 416 The respondents’ position is that the Chehade Constructions had no legal entitlement to be awarded the building works for O’Connell Street and, in any event, was given the opportunity to sell residential building contracts, but after 15 months failed to achieve any sales. In advancing their case, the respondents described as fatal Mr Chehade’s evidence that he and Mr Lawrence had agreed that if he could find another builder at a better price with the better or same quality, Mr Chehade was more than happy to use them. 417 In closing, the applicants submitted that Mr Lawrence agreed in evidence that Chehade Constructions would have carried out the civil and residential construction works or ‘at least’ he agreed that Mr Chehade “assumed” that the houses were going to be built by Chehade Constructions and Mr Lawrence “didn’t stop him” and it was “fine [if] he could do that”.223 418 Contrary to the respondents’ contentions, the evidence establishes that there was a binding agreement for Chehade Constructions to be the builder for the O’Connell Street development. 419 Mr Chehade’s evidence was that he “was the builder for O’Connell Street”224. He said he and Mr Lawrence had discussed and agreed to build houses on the developed land as house and land packages to get a better price for the land. 420 Mr Chehade’s evidence was consistent with the appointment in May 2020 of Ray White to sell house and land packages for O’Connell Street with Chehade 221 Claim [30] and [31]. 222 Claim [32], [33], [36(b)(i)] and [36(b)(iv)]. 223 T606.1-.6. 224 T267.10. -- 73 of 105 -- [2026] SADC 3 70 Constructions as the nominated builder, an appointment made with Mr Lawrence’s agreement and approval. Not only did Mr Lawrence accept in cross-examination that he knew about Ray White’s engagement to sell house and land packages and that Mr Chehade assumed Chehade Constructions would build the houses, Mr Lawrence accepted it was “correct” that he “had agreed with Nabil that he could sell house and land packages”.225 421 With Mr Lawrence’s agreement and approval, marketing materials were prepared and Ray White began marketing the O’Connell Street land as house and land packages with Chehade Constructions as the nominated builder. Two lots were sold this way. That these contracts later fell over or no further house and land packages were sold by Ray White before June 2021 does not detract from the inevitable conclusion that follows. That is, there was a legally binding agreement made in May 2020 for Chehade Constructions to build the houses on the land sold the land as house and land packages. 422 A reasonable businessperson in the position of the parties’ would have readily understood that it was intended by their agreement to start selling the O’Connell Street land as house and land packages with Chehade Constructions as the nominated builder, Mr Chehade and Mr Lawrence were necessarily agreeing that Chehade Constructions would build the houses on the land, albeit under third party building contracts. 423 There is no good reason to consider that the agreement for Chehade Constructions to be the builder was not intended to be legally binding. This was a commercial transaction. Indeed, Ray White’s engagement to sell house and land packages was formalised in a written agency agreement and Mr Chehade and Mr Lawrence’s joint venture was conducted for mutual profit. 424 Nor can the respondents rely on any failure of the applicants to sell house and land packages that was ultimately prevented by Mr Lawrence terminating Ray White’s appointment and engaging another agent to sell house and land packages nominating another builder on behalf of the respondents in breach of contract.226 425 In the circumstances, Mr Lawrence’s evidence in cross-examination that there was no guarantee that the house and land packages would be with Chehade Constructions was against the weight of the evidence and not persuasive. Whilst construction funding for the joint venture parties to build houses on O’Connell Street was pursued in 2020 that yielded a letter setting out indicative terms in January 2021, no agreement was reached to develop O’Connell Street that way. The evidence about this is clear. Mr Lawrence was advised and considered this option for developing O’Connell Street too high a risk and told Mr Chehade so. 426 Finally, it is necessary to address the significance of Mr Chehade’s evidence about being happy for another builder to be found for O’Connell Street and that this was 225 T610.1. 226 Built Environs Pty Ltd v Tali Engineering Pty Ltd [2013] SASC 84 at [152] (Blue J). -- 74 of 105 -- [2026] SADC 3 71 discussed on a number of occasions. It was suggested to Mr Chehade in cross- examination that since his evidence was that they had discussed using another builder and he was happy to do so, Mr Lawrence did not have to use him for the building contract for O’Connell Street. In answer, Mr Chehade said:227 We had to agree and we agreed if he could produce someone else to build those houses at a better price and with better quality or the same quality, I’m more than happy to use them but that was never produced. 427 By his answer, Mr Chehade was disagreeing with the proposition that had been put to him. Moreover, it is one thing to say something and another to make a binding oral contract. Objectively viewed, what was said and ‘agreed’ does not constitute a binding agreement to use another builder instead of Chehade Constructions. As Mr Chehade said, that had to be agreed and it was not. No definitive proposal was ever made for another builder to be involved in O’Connell Street, a matter that would have required mutual agreement. 428 I am satisfied that despite the absence of any express agreement, there was also a common understanding between Mr Chehade and Mr Lawrence and mutual assent for Chehade Constructions to carry out the civil infrastructure works for O’Connell Street. Such works were required to be carried out before construction could start on any houses to be built on the allotments to be sold as a house and land packages. Two matters fortify my conclusion in this regard. First it is implicit in the email communications between Mr Chehade and Mr Lawrence in early 2020 about the civil development works that both of them assumed Chehade Constructions would carry out that work. Secondly, Mr Lawrence said in evidence that he shared Mr Chehade’s assumption that the civil infrastructure works would have been carried out by Chehade Constructions.228 429 I am also satisfied that such works would have been carried out on a cost plus 15% basis. Mr Lawrence agreed this would have been the case. It was the agreed price for all other construction works carried out by Chehade Constructions for every other development where it was engaged. Alleged Profit Share Variation The Issue 430 Given its importance, it is appropriate next to deal first with the question of whether the parties’ agreement to share profits equally was varied in early 2020. 431 The respondents’ pleaded case is that at a meeting at Almina’s café in about early 2020, prior to completion of the Radar Street and O’Connell Street developments and at about the time the Glen Rovala Street/Gregory Street development was completed, Mr Chehade and Mr Lawrence orally agreed that there would no longer 227 T268.1-.8. 228 T607.1-.9. -- 75 of 105 -- [2026] SADC 3 72 be any profit splitting for these developments.229 Instead, it was orally agreed that the respondents were to profit from the development and the applicants were to profit from the build if they were engaged to carry out the build.230 432 Property Partners denies any such agreement was made. It relies on the uncontentious starting position that it was agreed at the time of entry into each joint venture to share profits equally and it claims its equal share of the profits for Radar Street ($58,221.98 including GST), Chicklade Street ($7,994.77 including GST) and O’Connell Street ($711,389.80 including GST).231 433 Resolution of this issue turns on a factual dispute about whether an oral agreement was made between Mr Chehade and Mr Lawrence as alleged by the respondents. Conclusion 434 For the reasons discussed above,232 I have found that Mr Chehade and Mr Lawrence did not agree in early 2020 to vary their existing agreement to share profits equally for the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures. Specifically, I have found that there was no oral agreement made that ended Property Partners’ existing entitlement to share profits equally for these joint ventures or that Mr Chehade’s only benefit from these joint ventures would be the revenue/profit from any building contracts that Chehade Constructions was engaged to do, of which there was no guarantee. 435 Accordingly, the parties’ existing agreement prevails. That is, Property Partners on the one part and Lawrdo Investments and/or Lawrdo Super on the other part are contractually bound to share the profits and losses of these joint ventures in equal proportions. Interest and other costs Alleged June 2016 Agreement Issues 436 The applicants’ pleaded case is that Mr Chehade and Mr Lawrence agreed in a café discussion in 2016 that they would continue to do developments together on the basis that “Lawrence would receive a return on the monies provided at reserve bank rate plus 2%.”233 The respondents deny any such agreement was made, relying on the terms of the draft PMS Agreement as initially governing the disputed joint ventures, despite clause 3 of that agreement providing that in calculating profits, interest as a project cost would be calculated as “being the Royal [sic] Bank Australia (RBA) Cash Rate plus 2%”.234 229 Defence [1.13]. 230 Respondents Written Opening [2.3]; Respondents Written Closing [33]. 231 Applicants Written Closing [230]; Exhibit A20.14. 232 See [274]-[289] above. 233 Claim [3(b)]. 234 Exhibit A2.9.119. -- 76 of 105 -- [2026] SADC 3 73 Conclusion 437 For the following reasons, I have found the evidence does not establish that any agreement was reached in 2016 for the interest rate on funds provided by Mr Lawrence’s entities to be the RBA cash rate plus 2% for future developments going forward. Analysis 438 There was consensus that Mr Chehade and Mr Lawrence initially met in about June 2016 at their local café to discuss changes to their joint venture arrangements going forward after he had identified Radar Street as a development opportunity. 439 The evidence establishes there was no discussion about the interest rate that would apply to funds provided by Mr Lawrence’s entities, let alone any legally binding agreement that the rate would be the RBA cash rate plus 2%.235 440 There is also no evidence of any subsequent agreement in 2016 that this interest rate would apply, although it may have been discussed in or about December 2016, proximate to the sending of the emails attaching draft joint venture agreements that provided for this interest rate as a proposed term. 441 This interest rate was first proposed in the second revision to the draft joint venture agreement attached to Mr Lawrence’s 9 December 2016 email, albeit incorrectly referencing the “Royal Bank Australia (RBA) cash rate plus 2%”236 and repeated in the same terms in the draft PMS Agreement. By comparison, there was no interest rate specified in the first revision of Mr Chehade’s draft joint venture agreement dated 7 October 2016 proposed by Mr Lawrence’s 30 September 2016 email.237 442 However, for the reasons that follow shortly, I have found that there was no agreement for the terms of the draft PMS Agreement to apply to the parties’ property development joint ventures going forward, and therefore no agreement to the terms of clause 3 that provided that the applicable interest rate in calculating profit would be the RBA cash rate plus 2%. PMS Agreement Issues 443 The respondents contend that the terms of the draft PMS Agreement emailed to Mr Chehade on 15 December 2016 initially governed the disputed joint ventures, which the applicants deny.238 Whether its terms apply determines whether it was initially agreed that in calculating profit for the disputed joint ventures, interest is 235 See [152]-[156] above. 236 Exhibit A2.8.103. 237 Exhibit A2.7. 238 MFI 1 [6.1]. -- 77 of 105 -- [2026] SADC 3 74 to be calculated on 80% of the purchase price of the property or on all project costs as per clause 3(b) of the draft PMS Agreement at the RBA cash rate plus 2%. 444 The respondents’ pleaded case239 is that agreement to the terms of the PMS Agreement was reached on the basis of Mr Chehade’s silence and failure to dispute the following statement in Mr Lawrence’s covering email:240 As discussed, please find the Agreement will be used for the Development activities going forward. This was reviewed by my Accountant to better protects my Super Unit Trust. 445 The respondents submitted the parties then conducted their joint ventures on the basis of the PMS Agreement and the application of its terms is confirmed by the purchase of Radar Street by Lawrdo Super settling soon after Mr Lawrence’s email.241 446 Save that the draft PMS Agreement provided that the parties shared profits equally, its terms were materially different from the agreements for all of the parties’ previous joint ventures, including the term for calculating interest as a joint venture cost. 447 It is uncontentious that the PMS Agreement is unsigned and that Mr Chehade did not respond to the email in writing. As the applicants correctly point out, there is no pleaded conduct or reliable evidence justifying a finding that Mr Chehade accepted the terms of the PMS Agreement orally or by conduct. 448 In the alternative, the respondents’ pleaded case relies on an estoppel on the basis of Property Partners’ alleged failure to take issue with what was stated in the 15 December 2016 email.242 449 Ultimately, resolution of these issues turns on a factual dispute about whether Mr Chehade told Mr Lawrence in a telephone conversation in December 2016 that he did not accept the terms of the draft PMS Agreement. Conclusion 450 For the reasons that follow shortly, I have found that Mr Chehade did dispute Mr Lawrence’s proposal that the PMS Agreement apply to the parties’ joint ventures going forward and he did not agree to its terms. 451 Accordingly, and contrary to the respondents’ case, the parties’ common understanding and agreement in entering into each of the disputed joint ventures was that they would share profits equally and conduct them on the same fundamental terms as their earlier joint ventures and not on the terms of the draft PMS Agreement. 239 Defence [1.7]. 240 Exhibit A2.9.116. 241 Respondents Written Closing [24]-[25]. 242 Defence [1.8]. -- 78 of 105 -- [2026] SADC 3 75 452 Specifically, Mr Chehade and Mr Lawrence did not agree to change their existing agreement or for interest to be calculated on the different basis of total project costs. Accordingly, their existing agreement prevailed that in determining joint venture profit, interest was to be calculated on the basis of 80% of the purchase price of the property. Analysis 453 For the reasons discussed above,243 I accept Mr Chehade’s evidence that he objected to the terms of the draft PMS Agreement in a telephone conversation with Mr Lawrence in late December 2016. I reject Mr Lawrence’s evidence to the contrary. His evidence that it was the ‘final version’ and Mr Chehade ‘knew this’ in the absence of any credible evidence about what Mr Chehade said to accept its terms was self-serving and unsatisfactory. Furthermore, Mr Lawrence had no recollection of what was discussed between this email and 9 December 2016 when he met Mr Chehade for breakfast. 454 The words in the covering email “As discussed”, do not assist the respondents’ case when read in context of the reliable evidence of the surrounding circumstances. It is plain that the draft PMS Agreement was sent to Mr Chehade for the first time under cover of Mr Lawrence’s email of 15 December 2016. Its terms are materially different to the draft Mr Lawrence sent Mr Chehade on 9 December 2016. Mr Lawrence’s evidence to the contrary and his rhetorical justification that “it doesn’t make sense to write stuff that he disagreed about” does him no credit in the proven circumstances.244 455 Neither the draft PMS Agreement nor its term as to interest were mentioned again in any communication between the parties. Indeed, the interest term is inconsistent with subsequent emails sent by Mr Lawrence in February 2018 and in April and July 2019 proposing different changes to the basis of calculating interest in determining joint venture profit. 456 I also reject the respondents’ submission that Mr Chehade knew a document needed to be agreed before Mr Lawrence would agree to develop the Radar Street property and this was confirmed by the timing of the Radar Street settlement soon after. It was not. The email attaching the draft PMS Agreement was sent after the Radar Street settlement, and not before. The respondents’ submission in this regard is not correct. 457 In any event, Mr Lawrence’s evidence in chief on this topic did not support this submission. Mr Lawrence said that he wanted to get this document signed before the purchase of Radar Street and did not specifically remember discussing this with 243 See [187]-[197] above. 244 T503.23-.28. -- 79 of 105 -- [2026] SADC 3 76 Mr Chehade. His evidence “but the intention of the document was known”245 is not sufficient proof of a mutual assent to be legally bound. 458 The respondents’ estoppel case fails on the proven facts. It is therefore unnecessary to address the conceptual difficulties arising from the respondents’ inadequately pleaded estoppel claim. Suffice it to say, no material facts are pleaded identifying any alleged detriment or unconscionability and none was proven or ventilated at trial or in closing submissions. 10% Interest and New Funding Costs Issues 459 The respondents contend that on about 5 July 2019 it was agreed by Mr Chehade and Mr Lawrence that in calculating joint venture profit for the disputed developments, an interest rate of 10% would be charged on funds spent by the respondents in purchasing the property and paying for construction works as well as other fees. The respondents rely on the terms of an email sent by Mr Lawrence to Mr Chehade on 5 July 2019 that he allegedly did not dispute. 246 460 In the alternative, the respondents contend that Property Partners is estopped from denying a 10% interest rate was agreed on the basis that Property Partners did not take issue with what was stated in the email.247 461 It is uncontentious that Mr Chehade did not respond in writing to this email. 462 Again, resolution of these issues turns on a factual dispute about whether Mr Chehade ever objected orally to the imposition of new costs and a 10% interest rate as demanded in this email. Conclusion and Analysis 463 For the reasons discussed above,248 I have accepted and preferred Mr Chehade’s evidence to Mr Lawrence’s evidence about what was said about Mr Lawrence’s demands to vary the parties’ agreement as to interest, additional funding costs and a penalty as reiterated in his 5 July 2019 email. 464 I find that a reasonable businessperson in Mr Lawrence’s position would have understood from what Mr Chehade said that he did not accept a 10% interest rate or the additional funding costs and penalty demanded by Mr Lawrence in his 30 April and 5 July 2019 emails. 465 Absent Mr Chehade’s agreement for the terms of the 5 July 2019 email to apply to their current joint ventures, the parties’ existing agreement prevailed and was not 245 T354.1-.11. 246 Defence [1.11]. 247 Defence [1.12]. 248 See [246]-[266] above. -- 80 of 105 -- [2026] SADC 3 77 varied. That is, interest was agreed to be calculated on the basis of 80% of the purchase price of the property in determining joint venture profit. 466 In closing, the respondents submitted that it was implausible that an experienced developer such as Mr Chehade would not have responded to Mr Lawrence’s 5 July 2019 email if he disagreed. This submission is without merit and against the weight of the evidence, including Mr Lawrence’s evidence that Mr Chehade “hardly put anything in email”.249 467 The respondents’ estoppel case also fails on the proven facts. It is inadequately pleaded, suffering from the same fundamental defects as the estoppel plea made for the PMS Agreement. There are no material facts pleaded identifying any alleged detriment or unconscionability and none was proven or ventilated at trial or in closing submissions. Conclusion on Interest on Disputed Joint Ventures Basis of Calculation 468 At the time the disputed (and other) joint ventures were established in 2016 and 2017, it was the common understanding and intention of the parties that interest would be calculated on 80% of the purchase price of the property. This was the basis upon which interest had been calculated in determining joint venture profit for the previous seven joint ventures completed by 2015. 469 That this was the case was uncontentious. The respondents’ case was that the parties’ initial agreement as to the basis of calculating interest in determining joint venture profit was varied first by the terms of the PMS Agreement and secondly, by the terms of Mr Lawrence’s 5 July 2019 email. Indeed, in cross-examination Mr Lawrence explained that the parties’ assumption at the date of purchase of the disputed joint ventures properties changed:250 …The arrangements changed as the sequence of emails and discussions which established that the interest rate would be in the order of 10%. In fact I think it was 10% and the LVR rate was also varied from 80% to 100%. So in terms of your questions previously, at the time of buying that was the understanding, but it subsequently changed. 470 For the reasons set out above, I have concluded there was no agreement reached to vary the parties’ initial agreement for calculating interest. Their common understanding at the time of purchase of each of the disputed joint venture properties as to the basis of calculating interest as a project cost remains the agreed basis for determining joint venture profit. 471 That is, interest as a project cost is to be calculated on 80% of the purchase price of the property for the period between settlement of the purchase and repayment of the funds provided by Lawrdo Investments and/or Lawrdo Super. 249 T497.1-.2. 250 T519.9-.15. -- 81 of 105 -- [2026] SADC 3 78 Interest Rate 472 There was some dispute about the agreed interest rate. There was consensus that 5.5% was the agreed interest rate for the early joint ventures, save for Baldock Road. Mr Lawrence recalled that 8% was agreed for this development.251 473 The applicants’ pleaded case was that it was orally agreed in 2016 that Mr Lawrence’s return on funds provided to purchase joint venture property would be the RBA cash rate plus 2%.252 474 Mr Chehade said the agreed rate for the earlier joint ventures was based on prevailing bank rates that varied. His evidence in this regard was vague and unhelpful. Ms Rossi was more precise. Her instructions as to the agreed formula were that interest was to be calculated on 80% of the purchase price at a rate 2% above the cash rate but the rate changed from time to time depending on movement in the cash rate or her instructions as to what Mr Chehade and Mr Lawrence had otherwise agreed.253 475 Contrary to the respondents’ pleaded case that the draft PMS Agreement (and therefore its term as to interest) initially governed the disputed joint ventures, Mr Lawrence’s evidence was that the parties’ agreement on the applicable interest rate was ad hoc and not set by reference to the RBA cash rate.254 He said they simply negotiated and struck an agreed rate from time to time. 476 I accept Mr Lawrence’s evidence that he and Mr Chehade negotiated and agreed an interest rate for their joint ventures on an ad hoc basis. I also accept that such agreements were struck without express reference to the RBA cash rate plus 2%, although it is likely that this formula was discussed. That it was discussed in the proven circumstances is not sufficient proof that it was agreed. 477 For the reason discussed above,255 I have found Mr Chehade and Mr Lawrence agreed in February 2018 that the interest rate to be applied in calculating profit going forward would be 6.5% and this agreement supersedes any agreement made in 2016. 478 Accordingly, the previously agreed interest rate of 6.5% applies to the calculation of interest as a joint venture cost in determining joint venture profit for the disputed developments. Breach 479 Having concluded that there was no agreement to end the parties’ existing agreement to share profits in equal proportions for the disputed joint venture made 251 T505.7. 252 Claim [3(b)]. 253 T298.36-299.1. 254 T515.31-517.18. 255 See [229]-[235] above. -- 82 of 105 -- [2026] SADC 3 79 in 2020,256 Property Partners is entitled to be paid its contractually agreed 50% share of the profits generated in developing the Radar Street and Upton Street/Chicklade Street properties. Despite both joint ventures reaching completion by the sale of the developed subdivided land and a calculation of the profits and an accounting taking place, the respondents have not paid Property Partners its profit share for these joint ventures. 480 The respondents’ continuing refusal since completion of these developments to account to Property Partners for its 50% profit shares undisputedly constitutes a breach of the respondents’ contractual obligations. 481 As regards O’Connell Street, the respondents’ conduct from about March 2021 - in completing the development on their own without the applicants’ participation, denying their interests in the joint venture and its assets, failing to account for Property Partners’ 50% profit share, selling house and land packages nominating YY Group Pty Ltd instead of Chehade Constructions as the builder and engaging YY Group Pty Ltd to carry out the civil infrastructure works instead of Chehade Constructions - constitutes continuing breaches of the respondents’ contractual obligations. As I have found, the obligations to Property Partners arise under a joint venture agreement made when parties initially decided to acquire the O’Connell Street property in 2017 and develop it as joint venturers for mutual profit on the same fundamental terms as their previous joint ventures.257 As I have also found, the obligations to Chehade Constructions arise under an informal agreement for it to undertake the civil infrastructure works and an oral agreement made in May 2020 for it to be the nominated builder in house and land packages to be sold by Ray White.258 482 These breaches of contract entitle the applicants to common law damages. 483 For completeness, it is necessary to mention the applicants’ pleaded contention that the respondents breached their obligation to fund the development of O’Connell Street. Whilst it is clear from the evidence that Mr Lawrence’s role was as funder and there were difficulties raising the funds required to develop O’Connell Street, there was no agreement about the amount and manner of funding, nor any agreed timeline. These difficulties were not ventilated at trial. The evidence does not establish a breach of any funding obligation. That there was no breach of the respondents’ funding obligations for the O’Connell Street joint venture does not affect the outcome of this proceeding. 256 See [434]-[435] above. 257 See [223]-[228] above. 258 See [414]-[429] above. -- 83 of 105 -- [2026] SADC 3 80 Damages Principles 484 It is well established that a breach of contract by one party always gives the other party a right to recover damages for the breach.259 485 In assessing damages for breach of contract the ‘ruling principle’ is that the award should put the injured party, so far as money can do it, in the same situation as if the contract had been performed as promised.260 Incontrovertibly, the purpose of the award of damages is compensatory. 486 The corollary of the ‘ruling principle’ in Robinson v Harman261 is that an award of damages for breach of contract should not put the injured party in a superior position than they would have been had the contract been performed.262 Therefore, where an injured party claims damages for a loss caused by a breach of contract, any benefit received by the promisee must be taken into account in determining the extent of their loss. 487 There are qualifications to the ‘ruling principle’. One is that the law does not compensate an injured party for the non-fulfilment of an expectation that could not reasonably be supposed to have been within the contemplation of the other party when they made their contract as the probable result of breach.263 Another is that damages which are too remote are not recoverable. 488 The injured party bears the onus of establishing that there has been actual loss, that the breach of contract has caused it, that the loss was not too remote and the measure to be awarded.264 489 The general, although not universal, rule is that damages in contract are assessed at the date of breach or when the cause of action arises.265 They are assessed on a “once and for all basis”.266 The rule is motivated by concerns about mitigation and in part by notions of fairness to the defaulting party.267 In Clark v Macourt, Keane J said:268 259 Agricultural Rural Finance Pty Ltd v Gardiner (2008) 238 CLR 570 at 589 (Gummow, Hayne and Kiefel JJ). 260 Robinson v Harman (1848) 154 ER 363 at 365; Wenham v Ella (1972) 127 CLR 454 at 460, 471; Tabcorp Holdings Ltd v Bowen Investments Pty Ltd (2009) 236 CLR 272 at 286 [13]; Clark v Macourt (2013) 253 CLR 1 at [7], [26], [60] and [106]. 261 (1848) 154 ER 363. 262 The Commonwealth v Amann Aviation Pty Ltd (1991) 174 CLR 64 (Amann Aviation) at 82 citing L Albert & Son v Armstrong Rubber Co (1949) 178 F. 2d 182 at 189; and also 136, 155 and 163. 263 European Bank Ltd v Evans (2010) 240 CLR 432 at 438 [12]-[13], referring to Hadley v Baxendale (1854) 154 ER 145 at 151. 264 Amann Aviation at 80, 99, 118 and 137. 265 Johnson v Perez (1988) 166 CLR 351 at 356 (Mason CJ) (Johnson). 266 Bellgrove v Eldridge (1954) 90 CLR 613 at 620. 267 Johnson at 357-358. 268 (2013) 253 CLR 1 at [109] citing Johnson at 355-356. -- 84 of 105 -- [2026] SADC 3 81 The value to be paid in accordance with the ruling principle is assessed at the date of breach of contract, not as a matter of discretion, but as an integral aspect of the principle, which is concerned to give the purchaser the economic value of the performance of the contract at the time that performance was promised. In this way, the measure of damages captures for the purchaser the benefit of the bargain and so compensates the purchaser for the loss of that benefit. (Citations omitted) 490 The rule that damages are assessed at the time of breach is not absolute. The Court will depart from it to avoid injustice.269 Property Partners’ Loss 491 Property Partners claims common law damages in contract in the amount of its 50% share of the profits generated by each of the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures. The quantum of its pleaded profit shares were estimates. In December 2023, when the claim was filed, not all the project costs and revenues were known. Indeed, many of the O’Connell Street allotments had not been sold. 492 Ultimately, Property Partners formulated its 50% profit shares for the disputed joint ventures as follows: • $58,221.98 including GST for Radar Street270 • $7,994.77 including GST for Upton Street/Chicklade Street271 • $711,389.80 including GST for O’Connell Street272 Radar Street and Upton Street/Chicklade Street 493 Having found in Property Partners’ favour on the profit share question, there is no real contest about the measure of its loss.273 494 The calculations of Property Partners’ profit share prepared by the applicants for the Radar Street274 and Upton Street/Chicklade Street275 joint ventures factor in interest at a rate of 5.5% on 80% of the purchase price. Apart from interest, the respondents do not challenge these calculations because their primary challenge was unsuccessfully directed at Property Partners’ contractual entitlement to share profits at all. 269 Johnson at 355-356, 367 and 386-387. 270 Applicants Written Closing [106] and [230.1]; Exhibit A3.21. 271 Applicants Written Closing [135] and [230.3]; Exhibit A4B.22. 272 Applicants Written Closing [205] and [230.5]; Exhibit A20. 273 See [434]-[435] above. 274 Exhibit A3.21. 275 Exhibit A4A.22. -- 85 of 105 -- [2026] SADC 3 82 495 Having found that interest as a project cost should be calculated on basis of 80% of the purchase price of these properties at an interest rate of 6.5%, Property Partners’ profit calculations require adjustment. I will make orders for revised calculations to be brought into Court as part of the proposed form of the final judgment to be entered. O’Connell Street 496 For O’Connell Street, the applicants ultimately relied on Mr McPharlin’s report276 estimating Property Partners’ loss of “potential profit” of $711,389.80 (including GST) based on actual sales revenue of $2.618 million.277 497 The respondents did not seriously challenge Property Partners’ formulation of its damages claim, other than to suggest Mr McPharlin’s estimate does not include all necessary expenses. 498 Having regard to the evidence, I am satisfied that the respondents’ breaches of contract have caused Property Partners’ loss and damage in the amount of the profit it would have earned from the completion of the development in the proven circumstances. Such loss was both within the reasonable contemplation of the parties and not too remote. The respondents did not contend otherwise. 499 The only questions arising for consideration concern the adequacy of Mr McPharlin’s estimate of the loss of potential profit on the proven evidence, accepting that if Property Partners remained involved, the development would have proceeded to completion by the sale of house and land packages nominating Chehade Constructions as the builder, as was agreed by the parties in May 2020. Indeed, that was how it ultimately did proceed with the assistance of ABC and the services of a buyer’s agent and all allotments were sold once the civil infrastructure works were completed but with another builder instead of Chehade Constructions. 500 Whilst the sale contracts for all 13 allotments had settled before trial, there had not been a final accounting. For trial, Mr McPharlin revised his earlier estimate to take account of the actual sales. His estimate was qualified in several key respects. 501 First, his estimate made no allowance for interest as a project cost. Interest should be allowed as a project cost at the 6.5% interest rate that I have found applied to 80% of the purchase price of the property. 502 Secondly, no allowance was made for additional holding costs incurred since his first estimate was made. An allowance should be made for these costs. 503 Thirdly, as he explained in examination in chief, for expenses he relied on the estimates provided to him, which amounts he verified against the vouchers provided to him, save for some 6% by value (in table 4.7) that he could not 276 Exhibit A20. 277 Ibid; Applicants Written Closing [205]. -- 86 of 105 -- [2026] SADC 3 83 reconcile.278 Nor did he consider the further discovered invoices provided to him before he gave evidence. In cross-examination, Mr McPharlin readily accepted the obvious that if there were any further expenses that were not in the spreadsheet of costs he had allowed, profit would reduce.279 He also confirmed that he did not give any independent consideration as to whether there were any items that were not allowed as expenses that should have been. 504 Whilst making this point, the respondents in presenting their case at trial did not plead or adduce any evidence of expenses omitted from Mr McPharlin’s estimate that would have reduced his estimate of profit. In the absence of such evidence, it is reasonable to conclude that there are no further expenses to be taken into account in calculating profit. 505 Fourthly, as regards selling costs, Mr McPharlin allowed $750 in commission per property and quite properly did not allow the ABC consulting fee of $318,175 including GST as an expense. 506 Plainly, as the respondents ultimately conceded, the ABC consulting fee should be disregarded as a project cost280 as should the sales consultancy fee of $2,500 per property paid to ABC for Ms Rochelle Adams’ services. The ABC consultancy fee was not a genuine project cost and there would have been no need for ABC to provide any sales consulting services if Property Partners had remained involved in the development. 507 That said, the documentary evidence shows that the sales of the O’Connell Street allotments at the higher prices involved the services of an interstate buyer’s agent whose commission was factored into the ultimate selling prices by increasing them. Such commission should be allowed as a project cost. It was not a service that Property Partners could have provided. On the evidence, I am not satisfied that these higher prices would have been obtained from buyers in the local market without the services of the interstate buyer’s agent. 508 For these reasons, I have concluded that further material adjustments are required to be made to Mr McPharlin’s profit estimate for O’Connell Street. Accordingly, I will make orders for further submissions to be made on quantum having regard to my findings, rather than make a broad brush allowance for the required adjustments. Chehade Constructions’ Loss 509 For the O’Connell Street joint venture, Chehade Constructions is entitled to contractual damages for the loss of profit it would have made if it had carried out the civil infrastructure works for the joint venture parties and the residential 278 T283.19-284.13. 279 T290.16-.29. 280 Defence [40]. -- 87 of 105 -- [2026] SADC 3 84 building works for third parties who purchased allotments as house and land packages. 510 Chehade Constructions submitted the Court should award contractual damages in the range set out in Mr Sale’s expert report for 15% builder’s margin on the reasonable costs of carrying out the civil infrastructure and residential building works in September/November 2020 or September 2023 as follows:281 2023 2020 Building Works $398,000.00 $352,000.00 Main Civil Works $59,000.00 $52,000.00 Total (excluding GST) $457,000.00 $404,000.00 Total (including GST) $502,700.00 $444,400.00 511 His opinion as to the 15% builder’s margin in 2020 was based on his opinion as to the reasonable costs of carrying out the works at September/November 2020 rates, the date when Chehade Constructions entered into building contracts with third party purchasers of house and land packages for O’Connell Street. His opinion as to the 15% builder’s margin in 2023 was based on his opinion as to the reasonable costs of carrying out the works at September 2023 rates when he prepared his report. 512 The respondents did not challenge Mr Sale’s opinions, having unsuccessfully advanced a case that Chehade Constructions has no legal entitlement to carry out the building works for O’Connell Street. 513 Having regard to Mr Sale’s instructions, methodology and detailed workings, I accept Mr Sale’s opinions as to the builder’s margin on the reasonable costs of carrying out the relevant works, noting that in his opinion that rates offered by Chehade Constructions and its subcontractors were within the market range for residential construction of a house of ‘basic design’. 514 The question as to whether 2020 or 2023 rates were appropriate for estimating reasonable building costs in this case was not ventilated in submissions at trial. Having regard to the date of the respondents’ breaches, when it was likely Chehade Constructions would have carried out the works and when the works were in fact done by YY Group Pty Ltd, the more appropriate time for assessing damages is September 2023. 515 The question as to whether the 15% builder’s margin overstated Chehade Constructions’ loss of profit was also not ventilated at trial. Whilst builder’s margin includes off-site overhead and is not all profit, it is reasonable to infer that by losing its margin, Chehade Constructions lost a contribution to off-site overhead that was a sunk cost. For this reason, I accept 15% builder’s margin is a fair measure of Chehade Constructions’ loss of profit. 281 Exhibit A21. -- 88 of 105 -- [2026] SADC 3 85 516 For these reasons, Chehade Constructions is entitled to common law damages of $502,700.00 including GST for lost builder’s margin of 15% on a cost plus basis. This amount comprises $59,000.00 for the civil infrastructure works and $398,000.00 for the residential building works (both excluding GST) plus GST of $45,700.00. FIDUCIARY DUTY CLAIM Issues 517 Property Partners seeks various relief for alleged breaches of the respondents’ fiduciary duties concerning O’Connell Street arising by virtue of the parties’ joint venture relationship.282 It contends the terms of the parties’ joint venture agreement gave rise to fiduciary obligations of honesty and good faith, not to act in conflict of interest and not to develop or use the O’Connell Street land for their own interests or make secret profits from it. Property Partners relies on the nature and terms of the joint venture agreement it contended governed the parties’ joint venture to develop O’Connell Street. 518 Property Partners further alleges the respondents breached their fiduciary obligations by not funding the development,283 by retaining the O’Connell Street land for their own purposes, excluding Property Partners from participating in its further development and failing to account for any profits derived from this development.284 As a result, Property Partners contends it has lost its 50% share of the profit from the O’Connell Street joint venture. 519 Property Partners submits the measure of damages is the same as in contract, estimated to be $711,389.80 (including GST) on the basis of Mr McPharlin’s expert report.285 520 The respondents formally join issue with Property Partners’ fiduciary duty claim, mounting a positive case in defence that the PMS Agreement initially governed their agreement and in early 2020 Mr Chehade and Mr Lawrence agreed to end profit sharing and this was consistent with the way in which the parties conducted the O’Connell Street development. The respondents further contend that no fiduciary obligation can arise in the (unpleaded) circumstances where Mr Lawrence depended on Mr Chehade’s skill and experience from the commencement of the relationship and Mr Chehade withheld key information from him. 521 There is no substantive dispute about the respondents’ conduct that allegedly breached the respondents’ fiduciary duties or following Mr Lawrence’s fourth 282 Defence [34]-[39]; Claim Part 4 [2(b)]-[2(f)]; MFI 1 [30] and [37]. 283 Claim [33]. 284 Claim [36]. 285 Exhibit A20. -- 89 of 105 -- [2026] SADC 3 86 affidavit,286 any significant challenge to the estimated quantum of Property Partners’ claimed 50% profit share save for interest. 522 Having concluded the PMS Agreement did not initially govern their joint venture and no oral agreement was made in early 2020 to end Property Partners’ existing entitlement to share profits equally for O’Connell Street, the critical question arising is whether the respondents stood in a fiduciary relationship to Property Partners as joint venturers on the proven terms of their agreement to share profits equally. Principles 523 The general principles to be applied are uncontentious. They are well established and for present purposes may be briefly summarised as follows. (1) Whether a relationship between joint venture parties is necessarily a fiduciary one will depend upon the form the joint venture takes and the content of the obligations undertaken by the parties to it.287 (2) As a general principle, fiduciary duties may arise when one party undertakes to act in the interests of another in a manner that invokes trust and confidence. A fiduciary undertakes to act for, or on behalf of, or in the interests of another person in the exercise of a power or discretion which will affect the interests of the other person in a legal or practical sense.288 (3) Where a person who owes fiduciary duties finds themselves in a position of conflict between personal interest and fiduciary duty, or a significant possibility that a conflict will arise, the ‘conflict rule’ precludes the fiduciary from acting in the fiduciary’s personal interest.289 (4) Under the ‘conflict rule’, a fiduciary acting without informed consent is under an obligation not to promote their personal interests by making or pursuing a gain in circumstances in which there is a conflict, or a real or substantial possibility of a conflict, between personal interest and those to whom the duty is owed.290 (5) The ‘profit rule’ is directed at requiring “the fiduciary to account for any benefit or gain obtained or received by reason of or by use of [the] fiduciary position or 286 Exhibit A2.51. 287 United Dominions Corporation Ltd v Brian Pty Ltd (1985) 157 CLR 1 at 11 (Mason, Brennan & Deane JJ). 288 Hospital Products Pty Ltd v United States Surgical Corporation (1984) 156 CLR 41 (Hospital Products) at 96-97 (Mason J); John Alexander’s Clubs Pty Ltd v White City Tennis Club Ltd [2010] HCA 19; (2010) 241 CLR 1 at [87]. 289 Chan v Zacharia (1984) 154 CLR 178 (Chan) at 198-199 (Deane J); Breen v Williams (1996) 186 CLR 71 (Breen) at 93 (Dawson and Toohey JJ); Ancient Order of Foresters in Victoria Friendly Society Ltd v Lifeplan Australia Friendly Society Ltd [2018] HCA 43; (2018) 265 CLR 1 (Foresters) at [68]–[69] (Gageler J); Grimaldi v Chameleon Mining NL (No 2) [2012] FCAFC 6; (2012) 200 FCR 296 (Grimaldi) at [178]–[179] (Finn, Stone and Perram JJ). 290 Pilmer v Duke Group Ltd (in liq) [2001] HCA 31; (2001) 207 CLR 165 at [78] (McHugh, Gummow, Hayne and Callinan JJ). -- 90 of 105 -- [2026] SADC 3 87 of opportunity or knowledge resulting from it.”291 The objective of the ‘profit rule’ is to preclude “the fiduciary from actually misusing [the fiduciary’s] position for personal advantage.”292 (6) The existence and scope of fiduciary duties are inherently fact-dependent. Not only must the scope of a fiduciary duty be determined according to the facts of the case, “it must be moulded according to the nature of the relationship…”293 (7) Fiduciary duties imposed by equity are proscriptive as opposed to prescriptive.294 (8) As a general rule, fiduciary obligations end with the fiduciary relationship, however there are key exceptions to this principle such as obligations of confidentiality.295 524 The ‘conflict rule’ operates to preclude a fiduciary from acting without informed consent where there is a conflict or a real or substantial possibility of a conflict between the fiduciary’s personal interest and those to whom the duty is owed in the fiduciary’s personal interest. It is directed to ensuring the fiduciary is not swayed by consideration of personal interest. The High Court explained in Foresters,296 where the ‘conflict rule’ alone is invoked, the unconscionability which attracts equitable remedies is the retention by the fiduciary of any benefit or gain which equity considers, in conscience, should be disgorged to the principal (in this case, joint venturer, Property Partners). 525 The ‘profit rule’ is directed at precluding a fiduciary from misusing the fiduciary’s position for personal advantage. Under those circumstances, equity requires the fiduciary to account for any benefit obtained or received by the fiduciary. The unconscionability which attracts equitable remedies in such circumstances lies in the pursuit by the fiduciary of self-interest, or, more precisely, in pursuit of an interest other than the exclusive interest of Property Partners as their joint venturer. Conclusion 526 In the proven circumstances, the relationship between Property Partners and the respondents under their joint venture agreement exhibited all the indicia of, and plainly was fiduciary. 527 Having concluded that the respondents stood in a fiduciary relationship with Property Partners, there can be no doubt the respondents acted in breach of their 291 Chan at 198-199 (Deane J); Breen at 93 (Dawson and Toohey JJ); Foresters at [68]-[69] (Gageler J); Grimaldi at [178]-[179] (Finn, Stone and Perram JJ). 292 Breen at 93 (Dawson and Toohey JJ); Foresters at [68]-[69] (Gageler J); Grimaldi at [178]-[179] (Finn, Stone and Perram JJ). 293 Hospital Products at 102 (Mason J). See also Howard v Commissioner of Taxation [2014] HCA 21; (2014) 253 CLR 83 at [34] (French CJ and Keane J); Links Golf Tasmania Pty Ltd v Sattler [2012] FCA 634; (2012) 213 FCR 1 at [481] (Jessup J). 294 Breen at 113 (Gaudron and McHugh JJ). 295 Blythe v Northwood [2005] NSWCA 221; (2005) 63 NSWLR 531 at [195] (Mason P). 296 (2018) 265 CLR 1 at [68] (Gageler J). -- 91 of 105 -- [2026] SADC 3 88 fiduciary obligations and it is entitled to the declarations and orders sought for an account of profits or equitable damages at its election. 528 Here, the respondents’ alleged breaches of fiduciary duty offend both the ‘conflict’ and the ‘profit’ rules and obligations of honesty and good faith. The unconscionability attracting equity’s intervention arises from the respondents’ allegedly misusing their position as the registered proprietors of the trust property to exclude Property Partners from participating in the development for the respondents’ individual gain. Analysis Do obligations of a fiduciary nature arise? 529 The relationship between Property Partners and the respondents in the O’Connell Street joint venture was a fiduciary one. It is apparent that it was from the outset in 2017 when Mr Chehade and Mr Lawrence decided to develop this property as joint venturers (in a commercial sense) for mutual profit. 530 The essential terms of their joint venture were not varied. Profits were to be shared equally. The joint venture property (the O’Connell Street land) was acquired for mutual benefit and was held on trust by the respondents for the parties as joint venturers. The opportunity to develop the land was identified and secured by Property Partners. It did the work to secure the approvals to subdivide the property into 13 allotments. The subdivision was approved in August 2020. The respondents’ role was to fund the development, which ultimately was fraught with difficulties due to lack of funds and the ownership structure involving a SMSF. 531 Decisions about how the development would ultimately proceed were matters for joint decision. Absent breach, neither party had any unilateral right to terminate their joint venture agreement. 532 The parties’ relationship and the informality of their dealings necessarily involved the reposing of mutual trust and confidence in one another in their dealings as joint venturers and with the joint venture property. 533 It was submitted by the respondents that no fiduciary relationship existed and no fiduciary duties arose because Mr Lawrence depended on Mr Chehade’s skill and experience from the relationship and Mr Chehade withheld key information from him, secretly profiting from the building contract made with Integrity New Homes. Further, at all times Mr Chehade exercised a position of power over Mr Lawrence, controlling the way in which the projects proceeded, who was to build on the vacant land and the allocation of profits.297 534 I do not accept the respondents’ submissions. 297 Respondents Written Closing [13]-[14]. -- 92 of 105 -- [2026] SADC 3 89 535 There is no substance to their (unpleaded) factual foundation. The evidence does not establish that key information was withheld from Mr Lawrence or any secret profit made by Mr Chehade through building contracts with Integrity New Homes. Nor does the evidence establish that Mr Chehade controlled the way in which projects proceeded in any inappropriate way, bearing in mind that it was the role of Property Partners through Mr Chehade to manage the development for the joint venture parties’ mutual benefit. Moreover, Mr Lawrence accepted in evidence that they met regularly and he did know about Mr Chehade’s involvement in Integrity New Homes. How this matter is relevant to the agreement made in 2017 to purchase and develop the O’Connell Street property as a joint venture when they had stopped dealing with Integrity New Homes before 2016 was not explained. 536 To the extent that Mr Lawrence reposed trust and confidence in Mr Chehade and was vulnerable to Mr Chehade’s dealings in managing the development of the joint venture property, were important indicia of a fiduciary relationship in circumstances where Mr Chehade reposed trust and confidence in Mr Lawrence as the registered proprietors of the O’Connell Street land. The relationship was (in the terms sometimes used in academic discussion of the principles) a ‘horizontal’, not ‘vertical’ one. Did the respondents act in breach of fiduciary duty? 537 In about March 2021, Mr Lawrence first contemplated proceeding with the development without Property Partners and made the unilateral decision to appoint National Realty as sales agent for O’Connell Street, apparently having contacted ABC about them assisting in completing the development instead of Mr Chehade. On 2 June 2021, Mr Lawrence terminated Ray White’s agency without consulting Mr Chehade. On 7 June and 12 August 2021, Mr Lawrence sent Mr Chehade emails telling him in no uncertain terms that he was not to have any further involvement with the development or represent the respondents’ interests. His email to Ms Rossi implying the development was on hold was, in the circumstances of his prior dealings with ABC, misleading. The respondents then proceeded to complete the development of O’Connell Street without the participation of Property Partners or accounting to it for any profits made. 538 By their conduct in excluding Property Partners from further participation in the development of O’Connell Street, they breached both the ‘conflict rule’ and ‘profit rule’. Their conduct with regard to the purported ABC agreement and consulting fee was dishonest and intended to understate project profits to gain more than a 50% profit share, should Property Partners be entitled to share profits. Equitable Remedies 539 Having found the respondents breached their fiduciary obligations to Property Partners, they are liable to account to it for the benefit or gain improperly obtained by their breaches of fiduciary duty. That benefit or gain is the 50% profit share for -- 93 of 105 -- [2026] SADC 3 90 the O’Connell Street joint venture to which Property Partners is entitled that the respondents kept for themselves. 540 As the successful applicant, Property Partners is entitled to the declarations sought in its claim and to make an election between the inconsistent remedies of equitable compensation and an account of profits before the entry of judgment and final orders. I will defer the making of final orders and entry of judgment for seven days to give Property Partners an opportunity to make a formal election. 541 The amount of equitable compensation should Property Partners make an election in favour of that remedy would be same measure as in contract. The respondents do not contend otherwise. UNPAID INVOICE CLAIMS 542 The applicants claim payment for various unpaid invoices issued to the respondents. Radar Street Invoices – $614 and $500 543 The applicants in the orders sought claim payment of two outstanding invoices for $614 and $500 (both including GST) apparently for the Radar Street development that were otherwise not pleaded or proven to be unpaid or mentioned at trial.298 I will make orders dismissing these claims. Connie Street Invoice – $10,000 The Issue 544 Property Partners claims from Lawrdo Super payment of its unpaid invoice no. 0009-1 dated 27 February 2020 for $10,000 including GST for reimbursement of commission paid to ‘Your Property Academy’ for the sale of Connie Street in October 2018.299 Property Partners claims it paid the commission on behalf of Lawrdo Super in pursuit of their joint venture to develop this property. 545 The respondents’ defence is that the $10,000 commission paid by Property Partners was related to securing the building contract as distinct from the land and therefore it was a cost of the builder and not a project cost. Further, having put Property Partners to proof of its claim, the respondents submitted in closing that the applicants had not proved the order in which the invoices were produced or what work they were for and the Court could not be satisfied as to the underlying facts.300 Conclusion 546 For the following reasons, I do not accept the respondents’ contentions in regard to this unpaid invoice. Property Partners is entitled to be reimbursed by Lawrdo 298 Claim Part 4 [1(a)(vi)] and [2(h)(i)]. 299 Claim Part 4 [2(h)(ii)]. 300 Respondents Written Closing [55]. -- 94 of 105 -- [2026] SADC 3 91 Super for commission properly incurred as a project cost for Connie Street and paid on behalf of Lawrdo Super. Analysis 547 Contrary to the respondents’ submissions, the evidence is sufficient for the Court to make factual findings as to what occurred and to be satisfied about the facts relevant to this claim. 548 The subdivided land referred to as Connie Street was listed for sale with Ray White from about late 2017. There was no interest in it and the sale price was dropped from $169,000 to $149,000. 549 After the property had been on the market for some time, Mr Tim Rogers and Mr Andrew Le from ABC trading as ‘Your Property Academy’ approached Mr Chehade about their business model generally and specifically about marketing house and land packages for a sales commission. When they were told by Mr Chehade that the properties they had in stock included Connie Street, ‘Your Property Academy’ proposed introducing a buyer for a house and land package for Connie Street for a commission of $20,000. The terms of this introduction were negotiated by Mr Chehade without any formality. 550 On 23 October 2018, Mr Le sent Mr Chehade by email a ‘Your Property Academy’ invoice dated 23 October 2018 for $20,000 including GST for unspecified “marketing services”, stating: 301 1st Payment payable at Land Settlement (no GST) $10,000 2nd Payment payable at Slab pour $9,090 + $910 GST 551 Both Mr Chehade and Mr Lawrence accepted in oral evidence this was the first of the ‘Your Property Academy’ invoices issued for their commission for Connie Street. 552 On 1 November 2018, Mr Lawrence asked Mr Chehade by email to have the invoice for $20,000 commission reissued and addressed to Lawrdo Super with the correct GST amount included. 553 Following Mr Lawrence’s request, the first ‘Your Property Academy’ invoice was reissued to Lawrdo Super for the same date and for a total amount of $20,000 including GST of $1,820 (for all not just part as a taxable supply) for “Marketing Services for 2b Connie St Para Vista” but not in two payments.302 Mr Chehade asked for the invoice to be reissued a third time to permit payment in two instalments of $10,000 that he had negotiated. This was done.303 301 Exhibit A12. 302 Exhibit A14. 303 Exhibit A34. -- 95 of 105 -- [2026] SADC 3 92 554 Mr Chehade gave oral evidence that he discussed the offer from ‘Your Property Academy’ and their commission with Mr Lawrence and told him it “doesn’t work out that bad because…these guys are basically increasing the price by $20,000” and since they were willing to take a lower price anyway, Mr Lawrence said at the time in effect it was “fine”. 304 555 It is clear from the evidence at the time the decision to sell Connie Street to the purchaser introduced by ‘Your Property Academy’ was made that Mr Lawrence knew about the $20,000 commission, that it was to be paid in two instalments and had agreed to this cost being incurred as a project cost. Furthermore, at this time the parties’ relations were good and they were working together to share profits from their ongoing joint ventures. Objectively viewed, Mr Lawrence’s request that the commission be reinvoiced to Lawrdo Super having agreed to incur the commission is persuasive evidence that there was a common understanding that the commission paid to ‘Your Property Academy’ was to be treated as a joint venture expense. 556 That this was the case was confirmed by Mr Lawrence’s evidence in cross- examination that it was only later that he disputed it:305 A. At that time it was assumed that that was a total invoice expenditure against the project, subsequently that’s not the case, it pointed – the split was identified as being one on the sale and one on the pour and once I got that understanding, I disputed that I should be paying for the pour. Q. And so because of that, that’s a decision you made because of reasoning that’s going on in your head. A. At that time, yes. 557 Accordingly, the earlier and contradictory evidence Mr Lawrence gave that he and Mr Chehade had discussed and agreed that Mr Chehade yielded the benefit of the building contract and therefore it was his bill to pay is rejected. The same conclusion follows as regards Mr Lawrence’s earlier evidence that he insisted he had paid all of the $20,000 commission. Mr Lawrence ultimately accepted in cross- examination that Lawrdo Super only paid $10,000 of the final ‘Your Property Academy’ invoice for $20,000. He conceded this after a call for production of his payment records was answered showing only $10,000 was in fact paid.306 Chicklade Street Invoices Issues 558 It is uncontentious that after the purchase of the Upton Street property in July 2017, it was subdivided into two allotments and the existing house renovated and sold for $220,000 in June 2018. The vacant allotment known as Chicklade Street was 304 T136.31-.35. 305 T585.11-.19. 306 Exhibits A35 and A36. -- 96 of 105 -- [2026] SADC 3 93 marketed initially for $119,000 and then the price dropped to about $100,000 without finding a buyer. Since they were unable to sell the vacant allotment at a price that would result in a profit, Mr Chehade and Mr Lawrence decided to build on it and then sell it as joint venturers. 559 On 15 September 2020, Lawrdo Investments and Chehade Constructions entered into a written building contract for a price of $160,000 that was subject to an express term that there would be an adjustment on completion with the effect that the final construction price would be cost plus 15%. 17 December 2020 Invoice for $440 560 There is no dispute that the first surveyor’s peg went missing and it was necessary to ‘re-peg’ before construction started so there could be no mistakes about the location of the boundary of the allotment. Nonetheless, when this invoice was issued, despite knowing the repegging had to be done, Mr Lawrence disputed by email that it should be his cost as “vendor” and said it should be covered by the builder’s insurance.307 Mr Chehade quickly replied with:308 It’s a variation as it really is part of the development costs. 561 At trial, the respondents resisted payment of this invoice on the basis that it was not a project cost, the invoice was issued by Chehade Constructions not Property Partners, Lawrdo Investments had already paid for the original surveyor’s pegging and “repegging was the responsibility of the Applicants as they were in control of the site”.309 Further, the applicants’ contention that the insurance excess would have been more that the cost of repegging is “a red herring”.310 562 Save that the issue of insurance is a red herring, the respondents’ grounds of defence are unprincipled. 563 The Upton Street property was surveyed and ‘pegged’ when it was subdivided in mid-2018. Unquestionably that cost was a project cost and liability of the joint venture. The vacant land remained undeveloped for about three years, the block was slashed annually and unexceptionally the peg went missing. It was repegged in November 2020 before construction started at the expense of Chehade Constructions. It is apparent Chehade Constructions was not in control of the site when the peg went missing and the cost of repegging should have been accounted for between the parties as a project cost and liability of the joint venture in any event. 564 Given the necessity for repegging, it was proper and reasonable for Chehade Constructions to have incurred this cost and invoiced Lawrdo Investments for its reimbursement and it was entitled to do so and add 15% but did not to 307 Exhibit A4B.13.72. 308 Ibid. 309 Respondents Written Closing [46]. 310 Ibid. -- 97 of 105 -- [2026] SADC 3 94 Mr Lawrence’s advantage. Given the informality with which Mr Chehade and Mr Lawrence dealt with one another, the complaint that Property Partners should have invoiced it as a project cost lacks substantive merit. 565 Chehade Constructions is entitled to be paid $440 including GST for its invoice no. 0107 dated 17 December 2020 which was due on 24 December 2020. 20 May 2021 Invoice for $32,870 566 On 20 May 2021, Chehade Constructions issued invoice no. 0126 to Lawrdo Investments for $32,870 including GST for the balance of the price outstanding under the written building contract made in September 2020 for construction of a new house on the Chicklade Street subdivided land. The price was calculated on a cost plus 15% basis. The invoice has not been paid. 567 When Mr Lawrence received Chehade Constructions’ 20 May 2021 invoice he emailed Mr Chehade asking him to send a breakdown of cost plus proof of payment, saying the variance was agreed to be “(12-15)$K” and “You have effectively taken the property increase as the variance.”311 In a subsequent email he complained: “The only one make [sic] money on my Property developments is you”.312 568 Mr Chehade’s immediate response and consistent position since then was that he had told Mr Lawrence that the upgrades would cost approximately $35,000, the retaining walls and air conditioning alone costing approximately $12,000- $15,000.313 569 Ultimately, there was no challenge to the actual costs incurred for the upgrades or that the price under the building contract was cost plus 15%. It is also plain on the face of the contract that the final price under the building contract is subject to variation if the costs of construction changed.314 Mr Lawrence in cross- examination accepted as much was “correct.”315 570 Lawrdo Investments nevertheless disputes Chehade Constructions’ contractual entitlement for the invoiced balance of the construction costs on the ground that Mr Chehade told Mr Lawrence over the telephone in December 2020 that the costs of upgrades would be $10,000-$12,000 not $30,000-$35,000316 and a construction variation at that price was not agreed. Chehade Constructions contends Mr Chehade’s evidence should be preferred to Mr Lawrence’s evidence, and in any event, it does not matter because the invoice reflects the contractual entitlement. 311 Exhibit A4B.17.125. 312 Exhibit A4B.17.124. 313 Ibid. 314 Exhibit A4.4.43. 315 T558.8-.22. 316 Defence [18.3]. -- 98 of 105 -- [2026] SADC 3 95 571 I accept that this invoice reflects Chehade Constructions’ contractual entitlement to be paid for agreed works on a cost plus 15% basis. Undisputedly, Chehade Constructions was only entitled to payment for the costs of agreed works, however what was ultimately in dispute was the quantum of the estimate Mr Chehade gave to Mr Lawrence. 572 That said, I prefer Mr Chehade’s evidence about what was discussed and agreed. Mr Chehade’s account of their conversation was plausible and his recollection of the detail clear whereas Mr Lawrence’s evidence was inconsistent with his pleaded case and his rationale for objecting to the invoice in the first place questionable. 573 The amount of the ‘agreed variance’ the subject of dispute was discussed in the context of an offer made on 24 December 2020 to purchase Chicklade Street with extra inclusions. Mr Chehade estimated the cost of the extras required by the purchaser would be $30,000-$35,000 and negotiated an increased contract price with the purchaser to cover those costs. When he telephoned Mr Lawrence and told him this to seek his approval to proceed, Mr Lawrence said he did not have the funds to pay for the extras. Mr Chehade told him he would take care of it. 574 The evidence and logic of events confirm Mr Chehade’s account. The increased price in the sale contract reflects an increase by more than the estimated costs of the extras in the previously advertised price. It made good commercial sense to agree the inclusions for an increased price, despite the risk from the subject to finance clause. The joint venture parties were better off by agreeing to sell Chicklade Street on this basis. 575 Mr Lawrence’s complaint that Mr Chehade had ‘gouged’ him on completion and taken ‘all’ of the increase as a construction variance lacks merit.317 The variance represented properly incurred cost plus 15% and was not purely profit to Chehade Constructions earned at Mr Lawrence’s sole expense. His entity’s profit share was 50% and Property Partners’ profit share was also reduced by extra building costs. 576 Accordingly, Chehade Constructions is entitled to be paid cost plus 15% for the extra works that were agreed to be done, bearing in mind that at the time, Mr Chehade gave Mr Lawrence a rough estimate to secure the sale of the property and negotiated an increased sale price to cover the extra costs. 28 May 2021 Invoice for $617 577 At trial, the respondents conceded Chehade Constructions’ claim for payment of its invoice no. 0118 dated 28 May 2021 for $617 including GST issued to Lawrdo Investments for LJ Hooker’s fees for the Chicklade Street property.318 It was due for payment on 4 June 2021. 317 Exhibit A4B.17.124. 318 Respondents Written Closing [38.2]. -- 99 of 105 -- [2026] SADC 3 96 O’Connell Street Invoices 27 February 2020 Invoice for $600 578 At trial, the respondents did not contest Property Partners’ claim for payment of its invoice no. 0009-2 dated 27 February 2020 for $600 (no GST) issued to Lawrdo Super for the reimbursement of wages.319 It was due for payment on 5 March 2020. 24 March 2021 Invoice for $16,233.30 579 By March 2021, save for the issue of titles for the subdivided allotments, most of the work required to obtain the necessary approvals to progress the O’Connell Street development had been done by Mr Chehade through his entities. Chehade Constructions incurred and paid certain costs on Mr Chehade’s instructions for the O’Connell Street joint venture. 580 On 24 March 2021, Chehade Constructions issued invoice no. 0122 to Lawrdo Investments for $16,233.30 including GST for various disbursements incurred in progressing the development on behalf of the joint venture parties.320 It was due for payment on 31 March 2021. 581 The $350 plus GST for gardening and rubbish was formally admitted by the respondents to be claimable as a proper project cost in their defence, subject to set off.321 582 The $6,500 plus GST claimed is for the costs incurred for ET Design’s work in preparing architectural drawings to secure planning and development approval. In October 2021, Mr Lawrence told Mr Chehade he objected to these costs because they were part of “the Builders feasibility on residential construction Builds which the builder independently initiated in advance of any agreed construction contract”.322 583 ET Design’s fees were properly incurred as a project cost. Planning and development approval was granted and necessary for the construction of houses in circumstances where Mr Chehade and Mr Lawrence had agreed in about May 2020 to market the allotments as house and land packages and they were marketed by Ray White as such from July 2020. Contrary to Mr Lawrence’s claim, there was value in these costs being incurred because the promotion of house and land packages facilitated the sale of the land. 584 The remaining costs totalling $8,133.30 plus GST (where applicable) for Bartlett Drafting’s fees and disbursements were also properly incurred project costs. Bartlett Drafting prepared the final community plan of division, did the preparation 319 Respondents Written Closing [53]. 320 Exhibit A16. 321 Defence [29.2]. 322 Exhibit A5.34.176. -- 100 of 105 -- [2026] SADC 3 97 for final clearances to DAC, Council and SA Water and paid various disbursements including LTO lodgement fees and for the outer boundary survey. 585 Mr Lawrence acknowledged this was the case in his October 2021 email to Mr Chehade. However, he said he would pay them “subject to the Open Space application name being corrected [and] transferred from the builder to LawrDo Super”.323 586 Dispute about the applicants’ purported obligation to transfer the approvals granted to Property Partners is beside the point. The respondents as the joint venture funders were obliged to reimburse Chehade Constructions for payment of these costs that should be treated as project costs in determining joint venture profit as a term of the parties’ joint venture agreement. These costs are also a loss incurred by Property Partners for its liability to Chehade Constructions for costs paid at its direction by reason of the respondents’ breach of contract.324 587 In the proven circumstances, Mr Lawrence’s refusal to pay these costs unless Mr Chehade transferred the Open Space application to his entities does not ground any valid defence. 588 Accordingly, Chehade Constructions is entitled to be paid $16,233.30 for its unpaid invoice no. 0122 dated 24 March 2021 which was due on 31 March 2021. 11 August 2021 Invoice for $7,810 589 In its pleaded claim, Chehade Constructions seeks payment of its invoice no. 140 issued to Lawrdo Investments for $7,810.00 including GST. An invoice bearing that description was in evidence for the O’Connell Street development for reimbursement of soil bore logs and the quoted costs of a footing construction report prepared by KP Squared Engineering. The report of KP Squared Engineering and the soil bore logs were referred to in the applicants’ pleadings and in oral evidence as works undertaken by Chehade Constructions at Property Partners’ direction in developing O’Connell Street,325 but otherwise there was no plea about non-payment of this invoice other than in the orders sought. 590 This invoice and its GST exclusive total appeared in Appendix 6 to Mr McPharlin’s report as a development cost for O’Connell Street.326 591 I am satisfied that the structural engineering and footing design work was done, was necessary to sell house and land packages and the cost of this work was a genuine project cost. Mr Lawrence objected to paying this invoice by email dated 323 Ibid. 324 Applicants Written Closing [175.3]. 325 Claim [27]. 326 Exhibit A20, appendix 6. -- 101 of 105 -- [2026] SADC 3 98 12 August 2021 because it was “not sanctioned, authorised or agreed”327 the day after it was emailed to him. 592 Accordingly, Chehade Constructions is entitled to be paid $7,810 including GST for its unpaid invoice no. 140 dated 11 August 2021 which was due on 18 August 2021. SET OFF FOR GST ON EARLY JVS 593 Despite the respondents’ pleaded defence claiming a set off for GST payable for three historical joint ventures,328 the only claim pressed in closing submissions was for the Baldock Road joint venture.329 Ultimately, the applicants proved that agreement was reached and payment made for the Dulkara Road and Hawke Street joint ventures that resolved these issues in 2020. 594 As for the Baldock Road joint venture, in their pleaded defence, the respondents claim a set off of $6,130.70 for GST payable by the respondents that had not been factored into the profit calculation after completion in 2013 when the respondents accounted for and paid Property Partners $2,149.42 as their entitlement to 50% of the profit made from the development.330 595 There is no dispute that any GST paid by the respondents was not factored into the profit calculation for Baldock Road. 596 There are, however, a number of difficulties with the claim as pleaded and advanced at trial. The first is that Lawrdo Super was not a party to these early joint venture agreements. Any set off available is therefore limited to any proven liability of Lawrdo Investments. Secondly, there is no reliable evidence that Lawrdo Investments ever paid any GST on the sale of the Baldock Road properties, let alone any evidence of the quantum of any GST liability net of any GST credits on purchases in subdividing and selling the Baldock Road properties. 597 The claim for GST was first agitated in 2015 in an email from Mr Lawrence on advice about the GST payable on the Baldock Road joint venture, and reagitated again in 2020. The bookkeeper, Ms Rossi responded on both occasions. In an email she sent to Mr Lawrence on 5 August 2020, she asked for a copy of the sales contract to be forwarded to her and the BAS331 reporting the amount of GST payable to the ATO including any GST credits. Mr Lawrence replied to Mr Chehade the following day saying: “Bas or Tax information will not be provided”.332 327 Exhibit A5.32.171. 328 Defence [48]. 329 Applicants Written Closing [220] and [229]; Respondents Written Closing [56]. 330 Defence [48]. 331 Ie a Business Activity Statement. 332 Exhibit A2.30.294. -- 102 of 105 -- [2026] SADC 3 99 598 In cross-examination, Mr Lawrence accepted that he had not ever provided any BAS in relation to the Baldock Road joint venture: “...'cos I didn’t’ think that I needed to”.333 599 The respondents’ counsel in opening submitted that evidence of payment would be provided, despite the respondents having not discovered any documents on the topic. Yet by the end of trial the respondents had failed to adduce any documentary proof that any GST was ever paid. Mr Lawrence’s oral evidence that “yes”334 he paid the GST that was payable is unpersuasive and I do not accept it in circumstances where it was in his power to adduce the evidence necessary to prove this payment but he has chosen not to do so. 600 The claim for set off is in any event is statute barred. 601 For these reasons, the respondents’ remaining defence claiming a set off for GST payable on the Baldock Road joint venture fails. RELIEF 602 For the preceding reasons, the following relief should be granted for the applicants’ successful claims. Property Partners 603 The following declarations should be made in Property Partners’ favour. (1) That Property Partners is entitled to share the profits of the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures in equal proportion with Lawrdo Investments and/or Lawrdo Super (as the case may be). (2) That in determining joint venture profit for the Radar Street, Upton Street/Chicklade Street and O’Connell Street joint ventures, interest is to be allowed as a project cost and calculated on the basis of 80% of the purchase price of each property at an interest rate of 6.5%. (3) That in determining profit for the O’Connell Street joint venture, no amount is to be allowed for any amount paid to or invoiced by ABC or for any costs incurred in making a second application for subdivision or for project management or sales consultancy services but any buyer’s agent commission paid should be allowed as a project cost. (4) That the respondents breached their fiduciary duties owed to Property Partners for the O’Connell Street joint venture and Property Partners is entitled to an equitable interest in the net sale proceeds of the 13 allotments comprising the whole of the land comprised in CT Volume 5397 Folio 273 to the extent of 50% of the profits of this development. 333 T593.10-.29. 334 T406.22-.23. -- 103 of 105 -- [2026] SADC 3 100 604 Property Partners is entitled to an order against Lawrdo Super for payment out of the Lynch Meyer trust account of an amount representing its equal profit share for the Radar Street joint venture that is to be calculated by adjusting the profit split calculation in Exhibit A3.21 for interest. Interest as a project cost is to be calculated on the basis of 80% of the purchase price of the Radar Street property at an interest rate of 6.5%. 605 Property Partners is entitled to an order against Lawrdo Investments for payment of an amount representing its equal profit share for the Upton Street/Chicklade Street joint venture that is to be calculated by adjusting the profit split calculation in Exhibit A4.22 for interest. Interest as a project cost is to be calculated on the basis of 80% of the purchase price of the Upton Street/Chicklade Street property at an interest rate of 6.5%. 606 Property Partners is entitled to an order against Lawrdo Investments and Lawrdo Super for payment of an amount representing its 50% profit share for the O’Connell Street joint venture that is to be calculated by adjusting the profit calculation made by Mr McPharlin for interest and sales commission as identified earlier in my reasons. 607 The parties should be heard as to the calculation of Property Partners’ 50% profit share for the O’Connell Street joint venture. 608 As regards its claim for breach of fiduciary obligations, Property Partners is entitled to the declaration and orders sought for an account of profits or equitable damages at its election. 609 Property Partners is entitled to judgment against Lawrdo Super in the following amounts: (1) $10,000 including GST for its unpaid invoice no. 0009-1 dated 27 February 2020 for reimbursement of marketing commission for Connie Street. (2) $600 (no GST) for its unpaid invoice no. 0009-2 dated 27 February 2020 for the reimbursement of wages paid for the O’Connell Street joint venture.335 610 Property Partners’ claim for its invoice no. 0007 dated 3 May 2019 for $500 including GST for the Radar Street joint venture is dismissed. Chehade Constructions 611 Chehade Constructions is entitled to judgment against Lawrdo Investments for the following amounts due to it for unpaid invoices: 335 It was conceded at trial that this invoice was payable subject to the set off claim which was ultimately unsuccessful. -- 104 of 105 -- [2026] SADC 3 101 (1) $440 including GST for its invoice no. 0107 dated 17 December 2020; (2) $16,233.30 including GST for its invoice no. 0122 dated 24 March 2021; (3) $32,870 including GST for its invoice no. 0126 dated 20 May 2021; (4) $617 including GST for its invoice no. 0118 dated 28 May 2021; (5) $7,810 including GST for its invoice no. 0140 dated 11 August 2021. 612 Chehade Constructions’ claim for its invoice no. 0138 for $614 including GST for the Radar Street joint venture is dismissed. 613 Chehade Constructions is entitled to contractual damages in the amount of $502,700 including GST for the O’Connell Street joint venture. 614 The parties should be heard as to the form of orders and the judgment to be entered, interest and costs and any incidental matters. I will defer the entry of final orders and judgment for seven days to allow Property Partners the opportunity to make an election between an order for equitable compensation or an account of profits. -- 105 of 105 --