Bremner v Sinclair

In *Bremner v Sinclair* [1998] NSWCA 276, the New South Wales Court of Appeal considered a dispute between the appellant, Bremner, and the respondent, Sinclair, concerning the enforceability of a contract for the sale of land. The core of the disagreement revolved around whether the contract had been validly terminated by Sinclair.

The Court of Appeal was required to determine whether Sinclair was entitled to terminate the contract on the grounds of Bremner's alleged breach of a condition precedent. Specifically, the court had to assess whether the condition, relating to the obtaining of finance by Bremner, had been sufficiently fulfilled or waived, and if not, whether Sinclair's actions constituted a repudiation of the contract, thereby entitling Bremner to damages.

The Court found that the condition precedent regarding finance had not been satisfied by Bremner within the stipulated timeframe. However, it also held that Sinclair had, through his conduct, waived any right to rely on the non-fulfilment of this condition as a basis for termination. Sinclair's subsequent actions, in continuing to negotiate and indicate an intention to proceed with the sale, were interpreted by the Court as a repudiation of the contract. This repudiation, rather than Bremner's failure to secure finance, was the operative cause of the contract's termination.

Consequently, the Court of Appeal allowed Bremner's appeal, finding that Sinclair had wrongfully repudiated the contract. The matter was remitted to the Supreme Court for the assessment of damages payable to Bremner.