Net Parts International Pty Ltd & Ors v Kenoss Pty Ltd & Ors

The Supreme Court of New South Wales Court of Appeal considered a dispute between Net Parts International Pty Ltd and others (the purchasers) and Kenoss Pty Ltd and others (the vendors) concerning the non-completion of a share sale agreement. The purchasers appealed a decision of the primary judge.

The central legal issues before the Court of Appeal were whether the purchasers had validly terminated the share sale agreement due to an alleged anticipatory breach by the vendors, and whether such termination required the assent of all parties. The Court also considered whether the vendors were entitled to terminate the agreement for the purchasers' failure to complete.

The Court of Appeal affirmed the primary judge's finding that the purchasers had not validly terminated the agreement. It was held that an anticipatory breach does not automatically terminate a contract; rather, the non-breaching party has a choice to either affirm the contract or accept the repudiation and terminate. Crucially, the Court found that acceptance of an anticipatory breach does not require the assent of all parties to the contract. The purchasers' appeal was dismissed, and they were ordered to pay the vendors' costs.