Roberts & Anor v Bass

Roberts and another (the appellants) appealed to the High Court of Australia against a decision of the Supreme Court of New South Wales. The dispute concerned the interpretation of a clause in a contract for the sale of land, specifically whether the purchasers were entitled to terminate the contract due to the vendor's failure to provide a certificate of title by the stipulated date. The Supreme Court had found in favour of the vendor, holding that the purchasers had not validly terminated the contract.

The High Court was required to determine whether the purchasers' purported termination of the contract was effective. This involved considering whether the vendor's obligation to provide a certificate of title by a particular date was a condition of the contract, the breach of which entitled the purchasers to terminate, or whether it was a term that, if breached, only gave rise to a claim for damages. The court also had to consider the effect of the purchasers' conduct following the vendor's failure to provide the certificate.

The High Court, by majority, held that the purchasers were not entitled to terminate the contract. The majority reasoned that the clause in question did not establish a condition precedent to the vendor's performance or a condition of the contract in the strict sense. Instead, it was interpreted as a term that imposed a contractual obligation on the vendor, the breach of which sounded in damages. The court applied principles of contractual interpretation, emphasising the need to ascertain the parties' objective intentions from the contract as a whole. The purchasers' subsequent conduct, which indicated an intention to proceed with the sale despite the delay, was also considered relevant in determining whether they had affirmed the contract.

The appeal was dismissed.