A farming couple, the Hederics, lost their legal battle to get back a valuable piece of riverside land after a business partnership with Mr Weel went sour. They had an agreement to buy back the riverside portion of a larger block they sold to Mr Weel’s company, Spare Weel Pty Ltd, as part of dissolving their partnership. This buy-back option had a strict deadline, a “Sunset Date,” which they missed because the required council paperwork and land registration took too long. The couple argued that Mr Weel’s company should be legally stopped from relying on the deadline because they were led to believe everything would be done to finalise the land transfer. They also claimed the company breached the agreement by causing delays. However, the court found there was no clear promise to ignore the deadline and, while the company did cause some delays, it wasn’t proven that these delays were the sole reason the deadline was missed. The case was ultimately dismissed, leaving the valuable riverside land with Mr Weel’s company.
Key details of the case
- Case Name: Hederics v Spare Weel Pty Ltd
- Case Number: 2023/77040
- Court: Supreme Court of New South Wales
- Judge: Williams J
- Hearing Dates: 28 – 31 July 2025
- Decision Date: 8 October 2025
- Location: The properties involved are located in far west New South Wales, near Mildura, Victoria.
- People Involved:
- Johnnie Kenneth Hederics & Melisa Gaye Hederics (The Plaintiffs): A farming couple who were in a citrus fruit farming and packing partnership with Mr Weel.
- Mr Kees Weel: The majority partner in the businesses and owner of the defendant company.
- Spare Weel Pty Ltd (The Defendant): Mr Weel’s company that purchased the land from the Hederics.
- Ms Helen Tonsing: General Manager of one of Mr Weel’s companies, who discovered financial wrongdoings by Mr Hederics.
- Mr Matthew Shoobridge & Mr Ben Dean: Accountants from WMS Tax & Advisory who advised Mr Weel during the partnership dissolution.
- Mr Andrew Saunders: A surveyor from Danson & Blaby Surveyors, initially hired by the Hederics and later by the defendant for the land subdivision.
- Companies and Institutions Involved:
- Belah Heights Pty Limited (BHPL) & EJT Packers Pty Limited (EJTP): The companies through which the partnerships were run.
- Spare Weel Pty Ltd: The defendant company that bought the land.
- Wentworth Shire Council: The local council responsible for approving the development application for the land boundary realignment.
- Costa Group Holdings Ltd: A company that later purchased a large portion of the farming land from the defendant.
- Essential Energy: The electricity provider whose requirements for easements caused delays in the subdivision process.
- Holcroft Lawyers: Represented the Hederics.
- Hickey Lawyers: Represented Spare Weel Pty Ltd.
Simple summary of the case
This whole mess started when a business partnership between a farming couple, Johnnie and Melisa Hederics, and a businessman, Kees Weel, fell apart. Back in September 2020, Mr Weel found out that Mr Hederics had been selling citrus fruit from their joint business and keeping the profits. When confronted, Mr Hederics admitted it, and they agreed to end their partnership. Part of the deal was for the Hederics to sell a block of land they owned, known as the Nursery Block, to Mr Weel’s company to help pay back what they owed. A key part of this deal was an understanding that the Hederics could keep the small, valuable riverside portion of this land (the Nursery Riverside Block). To make this happen legally, the entire block had to be sold to Mr Weel’s company first, then the boundaries would be realigned through the local council, and finally, the riverside bit would be transferred back to the Hederics for a nominal fee. You can read the full judgement on the official court record.
They signed a formal agreement, called a Call Option Deed, on 18 December 2020. This document gave the Hederics the right to buy back the riverside land, but it had a very important clause: a “Sunset Date” of 18 March 2022. If the land wasn’t officially registered as a separate block by this date, their option would expire. The Hederics were initially responsible for getting the council approval, but they made a mistake on their application. Mr Weel’s company then took over the process, lodging a new, more complex application that also involved realigning other land they wanted to sell to the massive Costa Group.
This is where it gets complicated. The process dragged on for months. There were delays in paying council fees, delays in getting plans drawn up, and significant hold-ups with Essential Energy, who needed easements for their power lines. By the time the final plan was approved by council and registered, it was 23 January 2023, almost a year after the Sunset Date had passed. When the Hederics tried to exercise their option to buy back the land, Mr Weel’s company refused, saying the deadline had expired.
The Hederics took them to court. Their main argument was based on something called “proprietary estoppel.” In simple terms, they argued that Mr Weel and his team had encouraged them to believe the deadline wasn’t a hard and fast rule and that everyone would work together to make the transfer happen. They said they wouldn’t have signed the original agreement otherwise. Their second argument was that Mr Weel’s company had breached the contract by causing unreasonable delays that made it impossible to meet the deadline. The court looked at all the evidence and found that there was no clear, unequivocal promise made to the Hederics that the Sunset Date would be ignored. The judge also found that while Mr Weel’s company was indeed responsible for significant delays, the Hederics couldn’t prove that the deadline would have been met even if those delays hadn’t happened. The whole process was complex, and even without the delays, it was likely to have taken a long time. As a result, the court dismissed the Hederics’ case, and they lost their claim to the land. You can find more summaries of similar NSW Supreme Court cases at Medigosa Cases.
Q&A for the community
- Is it legal for a contract to have a “Sunset Date”?
Yes, it’s perfectly legal. Sunset clauses are common in contracts, especially in property and development deals, to provide certainty and an end date for obligations. - What happens if I miss a Sunset Date in my contract?
Generally, if a deadline like a Sunset Date is missed, any rights or options tied to that date expire. As seen in this case, the court will likely enforce it unless there are very strong reasons not to. - Can I rely on a verbal promise made during negotiations?
It’s very risky. The court found that for a promise to be legally binding (through estoppel), it must be clear and unequivocal. A vague statement like “we’ll work together” isn’t enough. Always get important promises in writing. - If the other party causes delays, does that automatically extend the deadline?
Not necessarily. In this case, even though the defendant caused delays, the plaintiffs couldn’t prove that the deadline would have been met without those delays. The burden of proof was on them to show this causal link. - Who is responsible for getting council approval in a land deal?
This should be clearly stated in the contract. Initially, the Hederics were responsible, but when the defendant took over the process by lodging their own application, they assumed the practical responsibility. - Is it illegal to not disclose all my business dealings, like the Hederics did?
Yes, it can be. Mr Hederics’ failure to disclose profits and water usage led to the partnership breakdown and criminal charges. In business partnerships, you have a duty to act in good faith towards your partners. - If someone takes over a process, do they take on all the legal obligations?
They take on the practical responsibility. The court found that the defendant’s company had an implied duty to do what was reasonably necessary to get the plan registered before the Sunset Date, but this didn’t override the express deadline in the contract. - What does “time is of the essence” mean in a contract?
It’s a legal term that means the dates and deadlines in the contract are strictly binding. Missing a deadline in a “time is of the essence” contract is a serious breach. The Call Option Deed had this clause. - Can I lodge a development application for land I don’t own?
You must have the owner’s consent. The Hederics’ first application was flawed because it didn’t have the defendant’s signature as the owner of the adjoining block. - What is an implied term in a contract?
It’s a term that isn’t written down but is assumed to be part of the agreement to make it work commercially. The court agreed there was an implied term for the parties to cooperate and act in good faith. - Is “unclean hands” a valid legal defence?
Yes. It’s an equitable defence where one party argues the other party shouldn’t get help from the court because they have also acted improperly (like the Hederics’ undisclosed water misappropriation). - If I make a mistake on a council application, can I just fix it?
It can be more complicated. The Hederics’ mistake led to their application being withdrawn and a new one being lodged, which contributed to the overall delay. It’s crucial to get applications right the first time. - Can I stop the other party from enforcing a contract term if they were silent about it?
It’s very difficult. The Hederics argued the defendant’s silence about the Sunset Date implied they wouldn’t enforce it. The court disagreed, stating silence wasn’t a clear enough representation, especially given the bad blood between the parties. - What should I do if a property deal is approaching a deadline and there are delays?
Communicate in writing. Seek legal advice about formally extending the deadline. Don’t assume it will be okay just because the other party seems to be continuing with the process. - Does having a lawyer review a contract protect me from everything?
A lawyer’s review is vital, but you also need to understand the key commercial terms yourself, like deadlines. The Hederics signed the deed with the Sunset Date in their lawyer’s office but admitted they didn’t fully grasp or keep track of the date.