TREVOR & TREVOR

The parties to this proceeding were Trevor and Trevor. The dispute concerned the interpretation of a clause within a deed of settlement. The matter came before Foster J of the Supreme Court of New South Wales.

The central legal issue before the Court was whether the settlement deed, which contained a clause requiring the parties to use their best endeavours to procure the sale of certain shares, imposed a positive obligation on the parties to take all reasonable steps to achieve that sale, or whether it merely required them to act in good faith in relation to any steps that might be taken.

Foster J considered the plain meaning of the words "best endeavours" in the context of the deed. His Honour referred to established legal principles regarding contractual interpretation, emphasizing that the words of a contract should be given their ordinary and natural meaning unless the context clearly indicated otherwise. The Court concluded that the phrase "best endeavours" imposed a positive and proactive obligation on the parties to take all reasonable steps to achieve the sale of the shares, rather than a passive obligation to act in good faith.

The Court found that the defendant had failed to satisfy this obligation.