FITZGERALD & TAFANI

The parties to this proceeding were Fitzgerald and Tafani. The dispute concerned the interpretation and enforceability of a deed of settlement and release. The matter came before Henderson J of the Supreme Court of Victoria.

The central legal issue before the Court was whether the deed of settlement and release, which purported to extinguish all claims between the parties, was effective to prevent Fitzgerald from pursuing a claim for breach of contract against Tafani, notwithstanding allegations of misleading and deceptive conduct in the negotiation of the deed.

Henderson J considered the principles of contractual interpretation and the effect of a release clause. His Honour found that the language of the deed was clear and unambiguous in its intention to release all existing claims. The Court applied the principle that clear and unequivocal words in a release will be given their full effect, even if they cover claims that were not specifically contemplated at the time of settlement, provided those claims fall within the scope of the general release. His Honour determined that the allegations of misleading and deceptive conduct did not vitiate the deed itself, but rather would need to be established as a separate cause of action if Fitzgerald sought to set aside the deed. As Fitzgerald had not sought to set aside the deed, the release remained operative.

The Court ordered that Fitzgerald was permanently stayed from pursuing the claim for breach of contract.