LAND LAW – sale of a residential building in Darling Point for $14.8 million – building divided into 3 lots – discrete contracts referable to each individual lot – contracts expressed to be interdependent in operation and which were materially similar in terms – amendments to the special conditions of the contract referable to payment of deposit in three instalments – certain monies paid by purchasers for deposit – vendors terminate all three contracts for purchasers’ asserted failure to pay last instalment – vendors assert entitlement to retain monies paid by purchasers under first and second instalments – purchasers sue in action in restitution to recover monies paid – whether breach by purchasers of essential term entitling vendors to terminate CONTRACTS – dispute about the proper construction of the provision for payment of deposit – construction of terms – recourse to surrounding circumstances – whether contracts validly terminated by vendors – whether provision for payment of deposit unenforceable for constituting a penalty ESTOPPEL – estoppel by convention – whether purchasers attempting to resile from representation concerning provision for payment of deposit
