MORROW & STEELE

The parties to this proceeding were Morrow and Steele. The dispute concerned the interpretation of a clause within a deed of settlement, specifically whether it imposed a personal obligation on Mr Steele to pay a sum of money to Morrow, or whether the obligation was solely that of a company, Steele Pty Ltd. The matter came before Burchardt J in the Supreme Court of Victoria.

The central legal issue before the Court was whether Mr Steele was personally liable for the payment of $100,000 under clause 3.2 of the deed of settlement, or if the obligation rested solely with Steele Pty Ltd. This required the Court to construe the language of the deed, particularly the use of the word "undertakes" and the surrounding context, to ascertain the intention of the parties at the time the deed was executed.

Burchardt J reasoned that the plain language of clause 3.2, which stated "Mr Steele undertakes to pay...", indicated a personal undertaking by Mr Steele. His Honour considered that while the deed also referred to Steele Pty Ltd, the specific wording of clause 3.2 created a direct and personal obligation on Mr Steele. The Court applied principles of contractual interpretation, focusing on the ordinary meaning of the words used and the overall context of the agreement to determine the parties' intentions.

The Court found that Mr Steele was personally liable for the payment of $100,000.