Rizzuti v Saad

In *Rizzuti v Saad*, the New South Wales Court of Appeal considered an appeal from a decision of the District Court concerning a dispute between a vendor and a purchaser of land. The purchaser sought to terminate the contract of sale, alleging that the vendor had failed to provide vacant possession by the settlement date. The vendor, in turn, counterclaimed for specific performance of the contract.

The central legal issue before the Court of Appeal was whether the vendor's failure to deliver vacant possession of the property by the stipulated settlement date constituted a repudiation of the contract, thereby entitling the purchaser to terminate. The Court also had to determine whether the purchaser's subsequent actions amounted to an affirmation of the contract, despite the vendor's breach.

The Court of Appeal held that the vendor's failure to provide vacant possession on the settlement date was a breach of a fundamental term of the contract. However, it found that the purchaser's conduct, particularly their continued engagement with the vendor regarding the settlement and their failure to unequivocally communicate an intention to terminate, amounted to an affirmation of the contract. Consequently, the purchaser was not entitled to terminate the contract, and the vendor was entitled to specific performance. The appeal was dismissed.