Frigo v Culhaci

In *Frigo v Culhaci* [1998] NSWCA 88, the New South Wales Court of Appeal considered an appeal from a decision of the Supreme Court of New South Wales concerning a dispute over a contract for the sale of land. The appellant, Mr Frigo, was the vendor and the respondent, Mr Culhaci, was the purchaser. The central issue revolved around whether the purchaser had validly terminated the contract due to the vendor's alleged failure to comply with a special condition requiring the vendor to obtain a "building certificate" for the property.

The Court of Appeal was required to determine whether the term "building certificate" in the contract referred to a certificate of occupancy or a certificate of compliance with building regulations. Further, the Court had to decide whether the vendor's failure to provide such a certificate, if it was a condition precedent to the purchaser's obligation to complete, entitled the purchaser to terminate the contract. The interpretation of the special condition and its effect on the contractual obligations of the parties were therefore central to the appeal.

The Court analysed the wording of the special condition in the context of the entire contract and the surrounding circumstances. It concluded that the term "building certificate" was ambiguous and, in the absence of further clarification or evidence of a contrary intention, could not be interpreted as a condition precedent that would allow for termination. The Court found that the vendor had not breached the contract in a manner that would entitle the purchaser to terminate, as the obligation to obtain a "building certificate" was not sufficiently defined or established as a condition precedent. Consequently, the appeal was allowed, and the orders of the Supreme Court were set aside.