Gibson v Cob Supply Co Pty Limited; Cob Supply Co Pty LMITED v Gibson

In *Gibson v Cob Supply Co Pty Limited; Cob Supply Co Pty Limited v Gibson* [1996] NSWCA 209, the New South Wales Court of Appeal considered a dispute arising from a contract for the sale of a business. The primary issue concerned the interpretation of a clause within the contract relating to the vendor's obligations to procure certain consents and approvals necessary for the transfer of the business.

The court was required to determine whether the vendor had breached the contract by failing to obtain a specific licence, and if so, what the consequences of that breach were. This involved an analysis of the contractual terms, the nature of the vendor's obligations, and the available remedies for breach.

The Court of Appeal held that the vendor had indeed breached the contract by failing to obtain the necessary licence. It reasoned that the contractual provision imposed a positive obligation on the vendor to take all reasonable steps to procure the licence, and this obligation had not been discharged. The court applied principles of contractual interpretation, emphasizing the importance of giving effect to the plain meaning of the words used in the agreement. The court found that the purchaser was entitled to damages for the loss suffered as a result of the vendor's breach.