Ansearch Ltd v Wavtech Pty Ltd

In the Supreme Court of Western Australia, Ansearch Ltd sought summary judgment against Wavtech Pty Ltd for the sum of $800,000, plus interest, claiming that Wavtech failed to settle a contract for the sale of 650 shares in Optum ES Pty Ltd. The contract, dated 25 July 2005, stipulated that payment was due within 30 days of acceptance, with the shares to be transferred upon payment. Wavtech argued that the contract was conditional on obtaining finance, which it failed to secure. The court examined whether the purchase price became a debt due and payable by Wavtech upon the settlement date and whether the contract was indeed contingent on Wavtech obtaining finance. The court found that the contract did not explicitly state that the payment was conditional on obtaining finance, and Wavtech's execution of a subsequent agreement with recitals denying such a condition undermined its defence. However, the court held that the payment of $800,000 and the transfer of shares were likely intended to occur concurrently, and therefore, the sum was not a debt due and payable by Wavtech to Ansearch. Consequently, Ansearch's claim for specific performance or damages, rather than a debt, was the appropriate remedy.

The court dismissed the application for summary judgment and invited the parties to address the appropriate course of action and the issue of costs.