Strzelecki Holdings Pty Ltd v Cable Sands Pty Ltd [2011] HCATrans 90

In *Strzelecki Holdings Pty Ltd v Cable Sands Pty Ltd* [2011] HCATrans 90, the High Court of Australia considered an appeal from a decision of the Supreme Court of Western Australia. The dispute concerned the interpretation of a contract for the sale of land, specifically relating to the allocation of risk for certain environmental remediation costs.

The central legal issue before the High Court was whether the purchaser, Strzelecki Holdings Pty Ltd, was liable for the costs of remediating contaminated soil on the purchased land, notwithstanding a contractual provision that purported to transfer such liability to the purchaser. The court was required to determine the proper construction of the sale agreement in light of the vendor's knowledge of the contamination at the time of the sale.

Kiefel and Bell JJ found that the contractual provision was not sufficiently clear to transfer the liability for pre-existing contamination to the purchaser. Their Honours applied principles of contractual interpretation, emphasizing that a party seeking to rely on a clause that shifts a significant burden, such as the cost of environmental remediation, must demonstrate that the language used unequivocally achieves this result. The court held that the clause in question did not clearly and unambiguously impose liability on the purchaser for contamination that was known to the vendor prior to settlement.

The appeal was allowed, and the orders of the Supreme Court of Western Australia were set aside.