Colin Brenchley v Chris Kokkinis Chris Kokkinis v Colin Brenchley

The case of *Colin Brenchley v Chris Kokkinis* and *Chris Kokkinis v Colin Brenchley* [1989] NSWCA 25 was heard by the New South Wales Court of Appeal. The dispute concerned a contract for the sale of a business, specifically the sale of a hotel. The central issue revolved around whether the contract had been validly terminated by the vendor, Mr. Brenchley, due to alleged breaches by the purchaser, Mr. Kokkinis, concerning the payment of the deposit and the provision of finance.

The Court of Appeal was required to determine whether Mr. Brenchley was entitled to terminate the contract for sale. This involved considering whether Mr. Kokkinis had committed a repudiatory breach of the contract, thereby giving Mr. Brenchley the right to accept that repudiation and terminate the agreement. The court also had to assess the proper interpretation of the contractual terms relating to the deposit and the purchaser's obligations to secure finance.

The Court of Appeal found that Mr. Kokkinis had not committed a repudiatory breach. It held that the vendor's purported termination of the contract was therefore wrongful. The court reasoned that the purchaser's obligations regarding the deposit and finance were not conditions precedent to the contract's subsistence, and that the purchaser had taken all reasonable steps required of him under the contract. Consequently, the vendor's termination was an unlawful repudiation of the contract by the vendor.

The Court of Appeal ordered that the appeal by Mr. Brenchley be dismissed and the cross-appeal by Mr. Kokkinis be allowed. The court declared that the contract for sale remained on foot and remitted the matter to the primary judge for further consideration of the appropriate remedies for Mr. Kokkinis, including damages for the vendor's wrongful repudiation.