Mulhall v Roberts

Mulhall (the appellant) and Roberts (the respondent) were parties to a dispute before the New South Wales Court of Appeal. The core of the disagreement concerned the respondent's entitlement to a commission on the sale of a property, which the appellant had agreed to pay. The appellant contended that the respondent had not procured a "purchaser ready, willing and able to complete the purchase" as required by their agreement, and therefore no commission was due.

The central legal issue before the Court of Appeal was whether the respondent had fulfilled the contractual condition precedent for the entitlement to commission. Specifically, the court had to determine if the purchaser introduced by the respondent was indeed "ready, willing and able" to complete the purchase within the terms of the agreement, notwithstanding certain difficulties that arose during the conveyancing process.

The Court of Appeal, in its reasoning, focused on the interpretation of the contractual term "ready, willing and able". It held that the respondent had discharged their obligation by introducing a purchaser who was prepared to proceed with the purchase and had the financial capacity to do so. The court found that the difficulties encountered during settlement were not of the purchaser's making and did not render them unable or unwilling to complete. The principles applied centred on the ordinary meaning of contractual terms and the onus on the vendor to prove that the purchaser was not ready, willing, and able.

The Court of Appeal dismissed the appellant's appeal, upholding the primary judge's finding that the respondent was entitled to the commission.