Khan v Keown

Khan v Keown concerned a dispute between a vendor and a purchaser of land. The purchaser, Mr Keown, sought to terminate the contract of sale on the grounds that the vendor, Ms Khan, had failed to provide a certificate of title by the date stipulated in the contract. The matter came before the Supreme Court of New South Wales.

The primary legal issue before the Court was whether the vendor's failure to provide the certificate of title by the contractual date constituted a breach of an essential term of the contract, thereby entitling the purchaser to terminate. The Court also considered the nature of the obligation to provide a certificate of title and whether time was of the essence in relation to this obligation.

The Court held that the obligation to provide a certificate of title was not an essential term of the contract in the absence of express stipulation to that effect. Gleeson CJ and McHugh J reasoned that while the provision of a certificate of title is an important step in the conveyancing process, its late provision does not necessarily frustrate the purpose of the contract. They applied the principle that time is not of the essence for contractual obligations unless it is made so expressly or by necessary implication from the circumstances. Consequently, the purchaser was not entitled to terminate the contract solely on the basis of the vendor's delay in providing the certificate of title.

The Court found that the purchaser had wrongfully repudiated the contract by purporting to terminate it.