Questband Pty Ltd v Macquarie Bank Ltd

The matter of Questband Pty Ltd v Macquarie Bank Ltd involved a dispute between the appellant, Questband, and the respondent, Macquarie Bank. Questband sought finance from Macquarie for the purchase and redevelopment of land. The agreement between the parties was formalised through a mandate and a facility agreement. A crucial condition of the agreement was that Questband must provide Macquarie with a satisfactory engineering report before settlement. Macquarie received the report shortly before settlement but failed to reach the settlement on time, leading to the vendors terminating the sale contracts. Questband alleged that the mandate and facility agreement contained implied terms requiring Macquarie to decide on the loan within a reasonable time, perform all necessary actions to facilitate the loan, obtain relevant information promptly, and make reasonable efforts to deliver the cheques in time for settlement. The court was tasked with determining whether these terms were implied in the agreements and whether Macquarie had breached them.

The court examined whether the terms proposed by Questband could be implied into the mandate and facility agreement. It considered the commercial context, the nature of the parties' relationship, and the reasonable expectations of both parties. The court held that none of the terms proposed by Questband were implied in the agreements. The agreements were clear and specific in their terms, leaving no room for additional implied terms. Furthermore, the court found that even if these terms were implied, Macquarie had not breached them. The failure to reach settlement on time was due to unforeseen circumstances, not any fault of Macquarie. The court concluded that the respondent had acted within its rights under the agreements.

Consequently, the court dismissed Questband's appeal and ordered that the appeals be dismissed with costs. The court found that the agreements did not contain the implied terms Questband sought, and even if they did, Macquarie had not breached them. The decision underscores the importance of clear and explicit contractual terms in commercial agreements.