Pinker v Monger Molloy Thyer Services Pty Ltd

The New South Wales Court of Appeal heard an appeal in *Pinker v Monger Molloy Thyer Services Pty Ltd*. The dispute concerned the interpretation of a clause within a contract for the sale of a business, specifically relating to the vendor's obligation to procure the purchaser's consent to the assignment of a lease. The appellant, Mr Pinker, was the vendor, and the respondent, Monger Molloy Thyer Services Pty Ltd, was the purchaser.

The central legal issue before the Court was whether the vendor had breached the contract by failing to obtain the landlord's consent to the assignment of the lease to the purchaser. This required the Court to determine the precise meaning and effect of the contractual clause obliging the vendor to "do all things reasonably necessary to procure the consent of the landlord to the assignment of the lease".

The Court of Appeal found that the vendor had not breached the contract. It reasoned that the vendor's obligation was to use reasonable endeavours to procure the landlord's consent, not to guarantee that consent would be obtained. The evidence showed that the vendor had made reasonable efforts to obtain the landlord's consent, including making inquiries and attempting to negotiate, but the landlord had ultimately refused to consent. The Court held that the contractual obligation did not extend to forcing the landlord to grant consent or to terminating the contract if consent was not forthcoming.

The appeal was dismissed.