Crawley v Ross-Sampson

In *Crawley v Ross-Sampson*, the High Court of Australia considered a dispute between the parties concerning the interpretation of a clause within a deed. The central issue revolved around whether the clause, which purported to grant a right of pre-emption, was sufficiently certain to be enforceable.

The High Court was required to determine whether the pre-emption clause in the deed was void for uncertainty. Specifically, the court had to assess whether the terms of the clause provided a clear and ascertainable mechanism for the exercise of the pre-emptive right, or if its vagueness rendered it unenforceable.

The court held that the pre-emption clause was void for uncertainty. Gleeson CJ and Heydon J reasoned that for a right of pre-emption to be enforceable, the terms upon which the pre-emption is to be exercised must be sufficiently certain. In this instance, the clause lacked the necessary clarity regarding the price and other essential terms of the potential sale, meaning that a court could not determine what the parties had agreed to. Consequently, the clause failed to create a legally binding obligation.