Foster v Hall

Foster and Hall were the parties to a dispute concerning a contract for the sale of property. The vendors, Foster, alleged that compliance with a condition of development consent was impossible and pointless, and that they were not obligated to seek an amendment to that consent. The purchasers, Hall, sought to enforce the contract. The matter was heard on appeal in the Court of Appeal of New South Wales.

The primary legal issues before the Court of Appeal were whether the vendors' obligation to use "best reasonable endeavours" to register a plan of subdivision differed from an obligation to use "best endeavours," and whether the vendors were obliged to seek an amendment to the development consent in circumstances where they contended compliance with a condition was impossible and pointless.

The Court of Appeal, comprising Macfarlan JA, Meagher JA, and Tobias AJA, considered the meaning of "best reasonable endeavours" in the context of contractual obligations. The Court reasoned that the phrase "best reasonable endeavours" imposes a lesser obligation than "best endeavours," requiring a party to take all reasonable steps that a prudent and determined person, acting in their own interests and desiring to achieve the contractual objective, would take. The Court found that the vendors had not demonstrated that compliance with the condition was impossible or pointless, nor had they shown that seeking an amendment to the development consent was unreasonable.

The appeal was dismissed with costs.