Questband Pty Ltd v Macquarie Bank Ltd

Questband Pty Ltd brought an action against Macquarie Bank Ltd concerning the purchase of adjoining blocks of land. The dispute arose from the execution of four contracts where the plaintiff had not issued cheques for settlement by the required date of 5pm 23 June. The primary legal issue before the court was whether a term could be implied into the contracts that would allow the plaintiff a reasonable time to perform its obligations under the contracts. This was particularly pertinent given the express terms stipulating a strict settlement date.

The court considered the principles of contract construction and interpretation, focusing on whether an implied term could be reconciled with the express terms of the contracts. It was necessary to determine if the implied term was inconsistent with the mandate and whether the reasonable time for the plaintiff to settle had expired. The court examined the context and commercial purpose of the contracts, alongside the conduct of the parties, to ascertain whether such an implied term was necessary and reasonable. Ultimately, the court found that the term to be implied was inconsistent with the express terms of the contracts and that the reasonable time for settlement had expired.

In its reasoning, the court held that the contracts did not allow for an extension of time for settlement beyond the specified date and time. Given the strict nature of the settlement requirements, the court determined that the implied term proposed by the plaintiff was inconsistent with the express terms of the contracts. Consequently, the plaintiff's claim was dismissed, and the defendants were awarded judgment on the counterclaim. The court ruled that there would be judgment for the defendant against the plaintiff on the claim and for the defendants by counterclaim on that claim.