Page v McKensey

In *Page v McKensey*, the New South Wales Court of Appeal considered a dispute between the parties concerning the interpretation and enforceability of a contract for the sale of land. The primary issue before the court was whether the contract, which contained a special condition requiring the purchaser to obtain finance, had been validly terminated by the vendor.

The court was required to determine whether the vendor had lawfully exercised their right to terminate the contract on the grounds that the purchaser had failed to satisfy the special condition within the stipulated timeframe. This involved an examination of the purchaser's efforts to obtain finance and whether those efforts were reasonable and diligent, as well as the vendor's conduct in relation to the termination.

The Court of Appeal held that the vendor had not validly terminated the contract. The court reasoned that the purchaser had taken all reasonable steps to obtain finance, and the delay in approval was not due to any lack of diligence on their part. Furthermore, the court found that the vendor's conduct in purporting to terminate the contract was premature and that they had not acted in good faith. The principles applied included the implied duty of cooperation in contracts and the requirement for parties to act reasonably and in good faith when seeking to satisfy or waive contractual conditions.

The Court of Appeal allowed the purchaser's appeal, set aside the order for termination, and ordered that the contract for sale of land remain on foot.