Stewart v Woolnough

The appeal in *Stewart v Woolnough* concerned a dispute arising from a contract for the sale of a property. The primary issue was whether a condition precedent within the contract, relating to the agreement on the market value of the property, had been satisfied. The case was heard on appeal.

The court was required to determine whether the parties had reached a binding agreement on the market value of the property, given that the valuation process involved a misconstruction of the relevant terms. Specifically, the court had to consider whether the failure to satisfy this condition precedent meant that no contract for sale had come into existence, and consequently, whether specific performance could be ordered.

The Full Court of the Supreme Court of New South Wales found that the valuation of the property had been misconstrued, meaning the condition precedent for agreement on market value had not been satisfied. The court held that where a condition precedent to a contract is not fulfilled, no binding agreement arises. It further clarified that there was no duty on the parties to point out that the valuation had been misconstrued, as the onus was on them to ensure the condition was met.

The appeal was allowed, and the decision of Einstein J was set aside. The court ordered judgment for possession of the property in favour of the appellants, with leave to issue a writ of possession. The respondent was also ordered to withdraw a caveat lodged on the property. The orders regarding costs reflected the outcome of the appeal and the cross-appeal.