Knowles, W.R.G. and Knowles, M.D.

The parties to this appeal were W.R.G. Knowles and M.D. Knowles, who were the respondents in the original proceedings, and the appellant, who was the applicant in the original proceedings. The dispute concerned the interpretation and application of a deed of settlement and release, and specifically whether the appellant had breached its terms by failing to make certain payments. The matter came before the Court of Appeal of New South Wales.

The central legal issue before the Court of Appeal was whether the appellant had breached the deed of settlement and release by failing to pay the respondents the sum of $100,000, plus interest, by 30 June 2011. This required the Court to determine the proper construction of clause 3(a) of the deed, which stipulated the payment obligation, and to consider whether the appellant had a valid defence to the claim for payment.

The Court of Appeal found that the language of clause 3(a) was clear and unambiguous, establishing a positive obligation on the appellant to pay the specified sum by the due date. The Court rejected the appellant's arguments that the payment was conditional or that there had been a mutual intention to vary the terms of the deed. The Court applied established principles of contractual interpretation, emphasising the importance of giving effect to the plain meaning of the words used in the deed. The Court also considered the conduct of the parties in relation to the deed, finding that it did not support the appellant's interpretation.

The Court of Appeal ordered that the appeal be dismissed and that the appellant pay the costs of the appeal.