Cohen v Belgrave Industries Pty Ltd

Cohen, the appellant, brought proceedings against Belgrave Industries Pty Ltd, the respondent, in the Supreme Court of New South Wales, Court of Appeal. The dispute concerned the respondent's alleged breach of a contract for the sale of a business, specifically relating to the respondent's failure to pay the full purchase price and its alleged repudiation of the agreement.

The central legal issues before the Court of Appeal were whether the respondent had validly repudiated the contract and, if so, whether the appellant had accepted that repudiation, thereby entitling the appellant to damages for breach of contract. The court also considered the proper measure of damages in such circumstances.

The Court of Appeal, applying established principles of contract law, found that the respondent's conduct, particularly its failure to make a substantial payment towards the purchase price and its subsequent communications, amounted to a repudiation of the contract. The court held that the appellant had unequivocally accepted this repudiation by commencing legal proceedings seeking damages. The measure of damages was determined to be the difference between the contract price and the market value of the business at the time of the breach, reflecting the loss of the bargain.