Harris v Bellemore

In *Harris v Bellemore*, the High Court of Australia considered a dispute between the appellant, Mr Harris, and the respondent, Ms Bellemore, concerning the interpretation of a clause within a deed of settlement. The core of the disagreement lay in whether Ms Bellemore was entitled to receive a further payment under the settlement deed, contingent on the successful sale of certain shares.

The central legal issue before the High Court was the proper construction of clause 4(b) of the deed of settlement. This clause stipulated that Ms Bellemore would receive an additional payment if the shares were sold for a price exceeding $1.50 per share. The High Court had to determine whether the phrase "sold for a price exceeding $1.50 per share" referred to the gross sale price or the net sale price after deducting certain expenses.

The High Court, in its joint judgment, applied principles of contractual interpretation, emphasizing the importance of giving effect to the ordinary meaning of the words used in the deed, read in their context. The Court found that the phrase "sold for a price" in the absence of any express indication to the contrary, referred to the gross consideration received for the shares. The Court reasoned that if the parties had intended to refer to a net price, they would have used clearer language, such as "net proceeds of sale" or "price after deduction of expenses." Therefore, the Court concluded that the condition for the additional payment was met because the shares were sold for a gross price exceeding $1.50 per share, irrespective of any associated selling costs.

The High Court allowed the appeal, setting aside the orders of the Full Court of the Supreme Court of Queensland and ordering that Ms Bellemore was entitled to the further payment under the deed of settlement.