HARCOURT & LANGHAM

In *Harcourt & Langham*, the Supreme Court of Victoria was asked to determine whether a party to a contract for the sale of land was entitled to terminate the contract due to the other party's failure to comply with a notice to complete. The dispute arose after the vendor issued a notice to complete to the purchaser, who subsequently failed to complete the purchase by the stipulated date. The vendor then sought to terminate the contract and retain the deposit.

The central legal issue before the Court was whether the notice to complete was valid and effective in law. Specifically, the Court had to consider whether the notice complied with the requirements of the contract and the relevant legislative provisions governing such notices. This involved an examination of the contractual terms relating to time for completion and the conditions precedent to the exercise of a right to terminate.

Macmillan J reasoned that for a notice to complete to be valid, it must be unequivocal and specify a reasonable time for performance. The Court found that the notice issued in this instance was defective because it did not allow a reasonable period for the purchaser to complete the transaction, taking into account the circumstances of the case. Consequently, the vendor was not entitled to terminate the contract on the basis of the purchaser's non-compliance with the invalid notice.

The Court therefore held that the vendor's purported termination of the contract was wrongful. The vendor was ordered to return the deposit paid by the purchaser, together with interest.