Rybak v Senneh Pty Ltd

In *Rybak v Senneh Pty Ltd*, the New South Wales Court of Appeal considered a dispute arising from a contract for the sale of land. The appellant, Mr. Rybak, was the vendor and the respondent, Senneh Pty Ltd, was the purchaser. The core of the disagreement concerned the interpretation of a special condition within the contract relating to the purchaser's obligation to obtain finance.

The primary legal issue before the Court of Appeal was whether the purchaser had validly terminated the contract pursuant to the special condition. This required the Court to determine the precise meaning and effect of the condition, particularly whether it imposed an obligation on the purchaser to take all reasonable steps to obtain finance, or if it merely provided a right to terminate if finance was not obtained, irrespective of the purchaser's efforts. The Court also had to consider whether the purchaser had acted in good faith in its attempts to secure finance.

The Court of Appeal held that the special condition required the purchaser to take all reasonable steps to obtain finance. It reasoned that a contractual provision of this nature, which allows for termination based on the failure to obtain finance, implicitly imposes a duty on the party seeking to rely on that condition to act in good faith and to make genuine efforts to fulfil the prerequisite. The Court found that Senneh Pty Ltd had not taken all reasonable steps to obtain finance and had not acted in good faith, and therefore, its purported termination of the contract was invalid.

Consequently, the Court of Appeal allowed the appeal, set aside the orders of the primary judge, and declared that the contract for sale remained on foot. The Court remitted the matter to the primary judge for further determination of consequential relief.