Ryan v Bright

In *Ryan v Bright* [2023] NSWSC 100, the Supreme Court of New South Wales considered a dispute between a vendor and a purchaser concerning the sale of a residential property. The purchaser sought to terminate the contract of sale, alleging that the vendor had breached a contractual term requiring the property to be vacant on settlement. The vendor contended that the presence of a tenant, whose lease was due to expire after the settlement date, did not constitute a breach of the contract.

The central legal issue before the Court was whether the vendor's obligation to deliver the property vacant on settlement was breached by the continued occupation of the premises by a tenant whose lease extended beyond the settlement date. This required the Court to interpret the specific wording of the contract of sale and consider the implications of the tenant's lawful possession under a separate lease agreement.

Justice Darke found that the contract of sale contained a specific clause requiring the property to be sold with vacant possession. His Honour held that the presence of a tenant in lawful possession of the property at settlement, even if the lease expired shortly thereafter, meant that the vendor had failed to deliver vacant possession as required by the contract. The Court reasoned that "vacant possession" meant that the purchaser would be entitled to immediate physical possession of the property, free from any encumbrances or rights of occupation by third parties. Consequently, the purchaser was entitled to terminate the contract.