Guozhong He v N & G Superannuation Pty Ltd acting as trustee for N & G Superannuation Trust

2026/00086813

CONTRACT – in June 2023, the appellant (Mr He), his wife (Ms Han) and the second respondent (Ms Genner), a director of the first respondent (N&G), exchanged an offer and acceptance for the sale and purchase of Mr He and Ms Han’s property at a price of $1.02 million – on 25 June 2023, a 2019 edition Law Society of NSW standard form contract for the sale and purchase of the property was signed by Mr He and Ms Han as vendors and Ms Genner’s husband as purchaser (the first contract) – the space on the contract in which the purchaser's name was to be inserted was left blank – on 27 June 2023, a 0.25% holding deposit was paid – on 4 July 2023, Ms Genner's solicitor wrote to the vendors’ representative noting that the 2019 standard form had been used and that it was now intended that N&G be the purchaser, and stating that their instructions were to "rescind the contract subject to" entry into a 2022 edition Law Society of NSW standard form contract with N&G as the purchasing entity – a period of negotiation followed in which Mr He maintained that he and Ms Han were not bound by the first contract and were not obliged to enter into a new contract, however, Mr He still indicated a preparedness to sell the property, but only for a higher price – in or around July 2023, a caveat was lodged on the title of the property in favour of N&G and N&G threatened to commence proceedings against Mr He and Ms Han for specific performance of the first contract – around this time, Ms Genner sent a text message to Mr He alleging that he was resisting entry into a new contract because he wanted more money – on or about 11 September 2023, Mr He and Ms Han entered into a lease agreement renting out the property to a third party – ultimately, on 19 November 2023, Mr He, Ms Han and N&G entered into a contract for the sale of the property for $1.02 million (the new contract) – cl 4.1 of the new contract entitled Mr He and Ms Han to retain rental income up to the date of settlement only – settlement occurred on 21 December 2023 – on 4 June 2024, N&G commenced proceedings against Mr He and Ms Han for: (1) rent paid after settlement by the tenant to Mr He and/or Ms Han in the amount of $4,568.58; and (2) damages in the amount of $82.50 for the cost of replacing keys Mr He and Ms Han failed to deliver to N&G on settlement – Mr He cross-claimed against the respondents, arguing that he entered into the new contract while under economic duress imposed by the respondents by way of the lodging of the caveat, the threat of legal proceedings and the text message accusing him of resisting sale because he wanted more money – Mr He sought damages for the difference between the sale price under the new contract and the “true” value of the property at the time of sale – the primary judge held that N&G established its claim against Mr He for restitution of the rent on the basis of the unjust enrichment of Mr He, and established its claim for key replacement costs against both Mr He and Ms Han on the basis of breach of contract – the primary judge dismissed Mr He’s cross-claim with costs – whether the primary judge erred in various of his Honour’s findings as to economic duress – whether the primary judge erred in making adverse credit findings against the appellant – whether the primary judge erred in making various procedural and evidentiary rulings or in denying procedural fairness to the appellant – whether the primary judge erred in ordering that the appellant pay N&G’s costs.