Redglove Projects Pty Ltd v Ngunnawal Local Aboriginal Land Council

Redglove Projects Pty Ltd brought an action against the Ngunnawal Local Aboriginal Land Council following the termination of a joint venture agreement between the parties. The agreement stipulated that the developer would acquire land held by the Land Council and that the Council would share in the profits of the development. The agreement also stipulated that the Land Council's disposal of the land was subject to the approval of a supervisory body. The parties agreed that the approval was a condition precedent to the performance of the agreement. Approval was not given, and the developer sought to enforce the agreement against the Land Council. The Land Council argued that the failure of the condition meant that the contract was void and that, in any event, it was not required to take any further action to obtain the approval once it had not been given.

The court was required to decide whether the failure of the condition precedent meant that the contract was void, and whether the Land Council had a duty to co-operate by seeking the approval of the supervisory body once it was not forthcoming. The court also needed to determine whether the prohibition on the sale of land without the approval of the supervisory body applied to the making of the contract itself or only to the sale of the land.

The court held that the failure of the condition precedent meant that the contract was void, as the parties had intended. The court found that the contract was not a sale of the land but a contract for the sale of the land, and that the prohibition on the sale of the land without approval was not a prohibition on the making of the contract where the approval was a condition precedent. The court also held that the Land Council had a duty to co-operate by seeking the approval of the supervisory body, and that its failure to do so meant that it had materially contributed to the failure of the condition. The contract was therefore void.

The court ordered that the developer's claim be dismissed, and that the Land Council pay the developer's costs.