Lesdor Properties Pty Limited v Cordon Investments Pty Limited and Ors; Cordon Investments Pty Limited and Ors v Lesdor Properties Pty Limited

The dispute before the High Court of Australia concerned a contract for the sale of land between Lesdor Properties Pty Limited (the vendor) and Cordon Investments Pty Limited (the purchaser). The core of the disagreement revolved around the interpretation of a special condition in the contract relating to the purchaser's obligation to obtain finance. Lesdor sought to terminate the contract, alleging Cordon had failed to satisfy this condition, while Cordon contended it had taken all reasonable steps and sought specific performance of the contract.

The High Court was required to determine whether Cordon had fulfilled its obligations under the special condition, which stipulated that the purchaser must "apply for finance within 10 business days of the date of this contract and use its best endeavours to obtain finance." Specifically, the court had to consider what constituted "best endeavours" in this context and whether Cordon's actions met that standard, particularly in light of the vendor's subsequent conduct.

The Court reasoned that the obligation to use "best endeavours" required the purchaser to take all reasonable steps that a prudent purchaser, anxious to secure finance, would take. It found that Cordon had indeed taken such steps by engaging with a mortgage broker and pursuing finance applications diligently. The Court also considered that the vendor's conduct, in seeking to terminate the contract without affording Cordon a reasonable opportunity to rectify any perceived shortcomings, was relevant to the overall assessment of the parties' conduct and the equitable relief sought.

Ultimately, the High Court dismissed Lesdor's appeal and upheld the orders of the lower courts, finding that Cordon had satisfied the special condition and was entitled to specific performance of the contract.