Shah v Buluma Pty Ltd

In *Shah v Buluma Pty Ltd* [1998] NSWCA 207, the New South Wales Court of Appeal considered a dispute between the appellant, Mr Shah, and the respondent, Buluma Pty Ltd. The case concerned the interpretation and enforceability of a written agreement for the sale of a business.

The primary legal issue before the Court of Appeal was whether the agreement, which contained a number of conditions precedent, had been validly terminated by the vendor, Buluma Pty Ltd, due to the purchaser's alleged failure to satisfy those conditions. This involved determining the precise nature of the obligations imposed by the conditions and whether they had been performed or waived.

The Court of Appeal analysed the terms of the agreement, focusing on the specific conditions precedent and the conduct of the parties in relation to them. It applied principles of contract law concerning the satisfaction of conditions precedent, waiver, and the consequences of non-performance. The Court found that the vendor had not validly terminated the agreement, as the purchaser had taken all reasonable steps to satisfy the conditions and the vendor had, by its conduct, waived certain requirements.

Consequently, the Court of Appeal allowed the appeal, finding that the agreement remained on foot and that the vendor was not entitled to terminate it. The matter was remitted to the primary judge for further consideration of relief.