Maclag (No 11) P/L and Anor v Chantay Too P/L (No 2)

Maclag (No 11) P/L and another brought proceedings against Chantay Too P/L (No 2) in the Supreme Court of Queensland. The dispute concerned the interpretation of various clauses in a partnership deed, particularly those relating to the determination of the price for the sale of partnership property. The primary issue was whether certain clauses were so vague or uncertain as to render the agreement unenforceable.

The court was required to determine whether a clause stipulating that the price would be fixed by agreement between the parties, or failing that by an independent accountant or valuer as agreed, or ultimately by the President of the Queensland Law Society, constituted an unenforceable agreement to agree. Additionally, the court had to consider whether a clause that required the arbitrator to have regard to the market value of any real estate or other property, without defining "other property," was void for uncertainty.

The court held that Clause 21 of the Partnership Deed was enforceable, as the parties had provided a clear mechanism to determine the price. The court found that the requirement for both an accountant and a valuer would not necessarily render the clause unenforceable, as it was possible for the parties to agree on one individual fulfilling both roles. Furthermore, the court resolved the issue of ambiguity in the clause concerning the net value of the property, holding that the reference to "other property" and the phrase "determined in accordance with the provisions of this agreement" did not render the clause void for uncertainty, as it was contextually clear within the agreement.

The court made a declaration that Clause 21 of the Partnership Deed is enforceable and, where Clause 21 is engaged by the giving of any notice under Clause 22, the "date of the purchase taking effect" for the purposes of Clause 21 is the date of the giving of that notice under Clause 22.