Highland Heritage Estate (Sales) Pty Ltd v Le Grand Imports/Exports Pty Ltd

In the matter of *Highland Heritage Estate (Sales) Pty Ltd v Le Grand Imports/Exports Pty Ltd*, the Supreme Court of New South Wales was asked to determine a dispute concerning a contract for the sale of land. Highland Heritage Estate (Sales) Pty Ltd (the vendor) sought to terminate the contract and retain the deposit paid by Le Grand Imports/Exports Pty Ltd (the purchaser), alleging a breach of contract by the purchaser. The purchaser, in turn, sought specific performance of the contract, arguing that the vendor had wrongfully repudiated the agreement.

The central legal issues before the Court were whether the purchaser had breached the contract by failing to comply with a specific contractual term regarding the provision of certain information, and consequently, whether the vendor was entitled to terminate the contract and forfeit the deposit. The Court also had to consider whether the vendor's actions constituted a repudiation of the contract, thereby entitling the purchaser to seek specific performance.

Justice Windsor found that the purchaser had not breached the contract as alleged by the vendor. Her Honour reasoned that the contractual term in question was not a condition precedent to settlement and that the vendor had not provided sufficient notice to the purchaser regarding the alleged non-compliance. Furthermore, the Court determined that the vendor's conduct, in purporting to terminate the contract and retain the deposit based on the alleged breach, amounted to a repudiation of the contract. The legal principle applied was that a party seeking to terminate a contract must demonstrate a clear breach of a condition or a sufficiently serious breach of an intermediate term, and that the vendor had failed to do so.

Consequently, the Court ordered specific performance of the contract in favour of the purchaser, compelling the vendor to proceed with the sale of the land. The vendor's claim for forfeiture of the deposit was dismissed.