Ghinis v Pizzaro

In *Ghinis v Pizzaro* [1995] NSWCA 170, the New South Wales Court of Appeal considered a dispute between the appellant, Ghinis, and the respondent, Pizzaro, concerning the enforceability of a contract for the sale of a business. The central issue revolved around whether the contract had been validly terminated by the respondent.

The court was required to determine whether the respondent had validly exercised a right to terminate the contract due to the appellant's alleged breach of a condition precedent. Specifically, the court had to assess whether the appellant had failed to provide vacant possession of the premises as required by the contract, and if so, whether this failure constituted a repudiation of the contract or a breach of a condition that entitled the respondent to terminate.

The Court of Appeal found that the appellant had indeed failed to provide vacant possession of the premises by the contractual completion date. This failure was held to be a breach of a fundamental term of the contract, amounting to a repudiation. The court reasoned that the obligation to provide vacant possession was a crucial element of the sale, and its absence fundamentally altered the nature of the bargain. Consequently, the respondent was entitled to accept the repudiation and terminate the contract. The appeal was dismissed.