Sandonda (Australia) Pty Ltd v Zeneca Limited

The Supreme Court of Victoria heard a dispute between Sandonda (Australia) Pty Ltd and Zeneca Limited concerning the interpretation of a contract for the sale of land. Sandonda was the purchaser and Zeneca the vendor. The central issue revolved around whether Zeneca was entitled to terminate the contract due to Sandonda's alleged failure to comply with a condition precedent relating to the registration of a plan of subdivision.

The court was required to determine whether the condition precedent, which stipulated that the plan of subdivision must be registered by a specified date, had been fulfilled. Specifically, the court had to consider whether Zeneca's actions in lodging the plan of subdivision constituted a waiver of its right to rely on the registration date as a strict condition, and whether Sandonda's conduct amounted to a repudiation of the contract.

Justice Vija Zars found that the registration of the plan of subdivision was a condition precedent that had not been satisfied by the stipulated date. The court held that Zeneca had not waived its right to rely on this condition, as its actions were consistent with seeking to fulfil the condition. Furthermore, Sandonda's conduct was not considered a repudiation of the contract, as it had not evinced an intention to abandon its contractual obligations. The court concluded that Zeneca was not entitled to terminate the contract on the grounds of Sandonda's alleged breach.