NEW SOUTH WALES. Vendor and PurchaserContract of sale-Specific performanceConditions precedent
or subsequent-Waiver--Time essence of contract-Perfarmance within reasonable time-Readiness and willingness.
G. and his sons, one of whom was an infant, held a block of land under the provisions of the Closer Settlement Acts (N.S.W.). They could not acquire other land under those Acts except with the consent of the Minister for Lands; and in order to enable them to obtain that consent it was necessary for them to divest themselves of their interest in the block which they then held. G., having entered into an agreement to sell that block to A., on 1st February 1924 agreed to purchase from C. another block of land under those Acts upon the terms :- That the Department postpones two rents of £211 16s. 10d. each until the end of the term of money due to Crown. And providing that the transfer of purchaser's block goes through in reasonable time." The contract also provided that possession should be given on 7th March 1924. In February 1924 C. repudiated the contract of 1st February 1924 and entered into an agreement to sell the same block to M. On 23rd May 1924, G.'s infant son having then attained his majority, the transfer to A. of the block sold to him by G. was executed and on 22nd July 1924 was finally completed by registration. In a suit by G. against C. and M., commenced on 19th May 1924, for specific performance of the agreement of 1st February 1924,
Held, (1) that the stipulation in the contract relating to the postponement of payment of rent was for the benefit of C. and might be and had been waived by him; (2) that the stipulation relating to the transfer of G.'s block going
through in a rcasonable time was not a condition precedent, but a condition subsequent, and had been performed; (3) that time was not of the essence of the contract and that the transfer of G.'s block to A. had gone through in reasonable time (4) that G. was ready and willing to perform the contract, and, therefore, (5) that G. was entitled to specific performance.
Decision of the Supreme Court of New South Wales (Long Innes J.) affirmed
APPEAL from the Supreme Court of New South Wales.
A suit was brought in the Supreme Court in its equitable jurisdiction by George David Goode against David Crosby and Charles Maynard in which the statement of claim was substantially as follows:
1. By a contract in writing dated 1st February 1924 the defendant Crosby agreed to sell and the plaintiff to purchase the land known as "Cairnton" situated three miles from Tarcutta containing about 1,455 acres of soldiers settlement land at the price of £4 2s. 6d. per acre on a freehold basis upon the following terms "That the Department postpones two rents of £211 16s.…
Grounds of appeal
[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.
[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.
[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.
Consideration
[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.
[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.
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AGLC
Maynard v Goode [1926] HCA 4
Case
[1926] HCA 4
Decision Date
CaseChat Overview and Summary
This case concerned an appeal from the Supreme Court of New South Wales regarding a contract for the sale of land. The parties were David Crosby (vendor) and George David Goode (purchaser), with Charles Maynard as a subsequent purchaser from Crosby. Goode sought specific performance of his contract with Crosby, which Maynard opposed.
The High Court was required to determine several legal issues. These included whether certain stipulations in the contract, namely the postponement of rent payments and the timely transfer of Goode's existing landholding, constituted conditions precedent to the contract's operation. The court also had to consider whether time was of the essence of the contract and, if not, whether Goode had performed his obligations within a reasonable time. Finally, the court needed to assess whether Goode was ready and willing to perform his part of the contract.
The court reasoned that the stipulation regarding rent postponement was for the sole benefit of the purchaser, Goode, and could therefore be waived by him, which he had done. The stipulation concerning the transfer of Goode's block was interpreted not as a condition precedent, but as a condition subsequent, meaning its non-fulfilment would discharge the parties from their obligations. The court found that time was not of the essence of the contract, and that the transfer of Goode's block had been completed within a reasonable time, considering the legal and administrative processes involved. Furthermore, the court was satisfied that Goode had demonstrated readiness and willingness to perform his contractual obligations.
The appeal was dismissed, affirming the Supreme Court's decision for specific performance. However, the decree was varied to provide that the balance of the purchase money should be paid into court rather than directly to Crosby, pending the Minister's approval of the transfer to Goode. Maynard was ordered to pay the costs of the appeal.