Re Iceland Cold Storage Australia Pty Ltd

Iceland Cold Storage Australia Pty Ltd and several related parties sought relief from the Supreme Court of New South Wales concerning the interpretation and completion of a deed of settlement. The dispute revolved around the obligations of the parties under the deed, including the implied terms regarding the satisfaction or refinance of bank facilities and whether completion of the settlement had occurred. The respondents argued that certain implied terms, such as the satisfaction or refinance of bank facilities or consent from the bank, were preconditions to completion. They further contended that there was a breach of the implied term to use best endeavours to procure third party releases, and as a result, specific performance should not be granted.

The court considered whether the satisfaction or refinance of bank facilities or consent from the bank was a precondition to completion, and if the party in breach was disentitled from the award of specific performance. Additionally, the court examined whether the non-defaulting party's election to complete the settlement was valid. The court found that the implied terms regarding the satisfaction or refinance of bank facilities were not preconditions to completion, and that the party in breach was not disentitled from specific performance due to the election by affirmation. The court also concluded that the non-defaulting party's election to complete the settlement was valid.

The court granted the declaratory relief sought by the applicants, declaring that completion of the settlement had occurred. The court found that the applicants were entitled to the relief as it was appropriate and necessary to resolve the dispute between the parties. The court's decision provided clarity on the obligations of the parties under the deed of settlement and facilitated the completion of the transaction. The final orders included a declaration that completion of the settlement had occurred and that the applicants were entitled to the relief sought.