Darling & Darling

In *Darling & Darling*, the parties were the Darling family members, and the dispute concerned the interpretation of a deed of settlement and the proper distribution of assets held on trust. The matter came before Macmillan J of the Supreme Court of Western Australia.

The central legal issues before the Court were: (1) whether the deed of settlement was void for uncertainty; (2) if not void, what was the proper construction of the deed, particularly concerning the distribution of certain shares; and (3) whether the trustee had acted in breach of trust by distributing the shares in a manner inconsistent with the deed.

Macmillan J considered the principles of contractual interpretation, noting that a court will endeavour to give effect to a commercial agreement where possible, even if its terms are not perfectly clear. His Honour analysed the language of the deed, the surrounding circumstances, and the conduct of the parties to ascertain their common intention. The Court found that while the deed was not perfectly drafted, its terms were sufficiently certain to be enforceable. Applying these principles, the Court determined that the deed mandated a specific method for the distribution of the shares, which the trustee had failed to follow.

The Court ordered that the trustee's distribution of shares be set aside and that the shares be redistributed in accordance with the terms of the deed of settlement.