KELSEY & YORK

In *Kelsey & York*, the Supreme Court of New South Wales was asked to determine a dispute concerning the interpretation of a deed of settlement. The parties, Kelsey and York, had entered into this deed following earlier litigation, and the present proceedings arose from disagreements regarding the precise obligations and entitlements arising from that settlement.

The central legal issue before the Court was whether the deed of settlement imposed a continuing obligation on York to pay Kelsey a proportion of future profits derived from a specific business venture, or whether York's obligation was limited to a one-off payment. This required the Court to construe the language of the deed, particularly clauses relating to profit sharing and the finality of the settlement.

Curtain J applied established principles of contractual interpretation, focusing on the plain and ordinary meaning of the words used in the deed, read in their context. His Honour considered the surrounding circumstances known to the parties at the time of the settlement and the purpose of the deed. Ultimately, the Court found that the language of the deed did not create a perpetual profit-sharing obligation, but rather a defined entitlement that had been satisfied by the payments already made.

The Court therefore held that York was not liable to make further payments to Kelsey under the deed of settlement.