Corbett v Nguyen

The case of Corbett v Nguyen involved a dispute over the interpretation of a clause in a Deed of Transfer of Company Shares. The plaintiff sought to enforce a clause which stipulated an "additional" $50,000 be paid to them, while the defendants argued that the plaintiff was only entitled to a fixed amount of $50,000. The court was required to determine whether the clause was void for uncertainty and if it was, whether the defendants were entitled to rectification. The Federal Court of Australia considered the surrounding circumstances and the subjective intentions of the parties, as well as their post-contractual conduct.

The court identified that the clause was ambiguous and uncertain, as it did not clearly specify whether the $50,000 was to be paid in addition to other monies or as a fixed amount. The court examined the surrounding circumstances, including the parties' negotiations and the context in which the Deed was executed, to determine the parties' intentions. The court found that there was no unilateral mistake but rather a common mistake, which could potentially be rectified. The court also considered the post-contractual conduct of the parties, including their actions and statements following the execution of the Deed, to further understand their intentions.

In conclusion, the court found that the clause in the Deed was void for uncertainty due to its ambiguous nature. However, the court also found that the defendants were entitled to rectification of the Deed if it was determined that the clause was not void for uncertainty. The court did not provide a final determination on the amount owed to the plaintiff, as it was open to the parties to negotiate and reach an agreement on the matter. The court's decision highlighted the importance of clear and precise language in contracts to avoid ambiguity and uncertainty.