Hong v Gui

The appeal in *Hong v Gui* concerned a dispute arising from a contract for the sale of land. The purchaser (appellant) appealed against decisions of the Equity Division of the Supreme Court of New South Wales. The core of the dispute involved the vendor's (respondent's) purported termination of the contract.

The primary legal issue before the Court of Appeal was whether the vendor's conduct constituted a repudiation of the contract, thereby entitling the purchaser to terminate. Specifically, the court had to determine if the vendor's failure to provide a land tax certificate, coupled with a notice to complete, amounted to an indication that the vendor would not perform its contractual obligations, and whether a reasonable recipient would have understood it as such.

The Court of Appeal reasoned that the vendor's conduct must be assessed in its full context. While the vendor had mistakenly failed to provide the land tax certificate, it had also communicated with the purchaser regarding settlement and had extended the settlement date. The court found that the purchaser had not replied to these communications or taken steps to prepare for settlement. The vendor's subsequent reliance on a contractual right of rescission, in light of the purchaser's inaction and the mistaken omission of the land tax certificate, was not considered a repudiation. The court applied principles of contract law concerning repudiation and the interpretation of contractual notices.

The Court of Appeal dismissed the appeals from the judgments and orders of the Equity Division and ordered the appellant to pay the respondent's costs.