Goldsbrough Mort & Co Ltd v Quinn

Goldsbrough, Mort & Co Ltd (the plaintiffs) sought specific performance of an agreement for the sale of land against the respondent, Quinn (the defendant). The defendant had granted the plaintiffs an option to purchase his conditionally purchased and leased lands for a price of 30s. per acre, "calculated on a freehold basis," for valuable consideration. Before the plaintiffs accepted the offer within the stipulated week, the defendant repudiated it. The plaintiffs, notwithstanding the repudiation, accepted the offer and initiated proceedings for specific performance, arguing that the price was fair after deducting payments due to the Crown to make the land freehold. The defendant contended that he understood the price to be a clear sum of 30s. per acre.

The High Court was required to determine two primary legal issues. Firstly, whether the option, having been granted for valuable consideration, was irrevocable and if the plaintiffs' acceptance constituted a binding contract enforceable by specific performance, despite the defendant's repudiation. Secondly, the Court had to consider whether the defendant could resist specific performance on the grounds of a mistake as to the meaning of the term "calculated on a freehold basis," given that he had signed the contract containing this term and there were no circumstances of fraud or hardship.

The Court reasoned that an option given for valuable consideration is not revocable and that the plaintiffs' acceptance of the offer within the specified period created a binding contract. The expression "calculated on a freehold basis" was held to be unambiguous, meaning that the price was to be determined by assuming the land was freehold, with any payments required to convert it to freehold being deducted from the stated price. The Court found that the defendant, having signed the contract with this term included and without evidence of fraud, misleading conduct, or hardship, could not avoid specific performance based on a subjective misunderstanding of its meaning. The appeal was allowed, reversing the decision of the Supreme Court of New South Wales.