Troulis v Vamvoukakis

In *Troulis and Another v Vamvoukakis and Another* [1998] NSWCA 236, the New South Wales Court of Appeal considered a dispute between the parties concerning a contract for the sale of a business. The purchasers, the Troulises, sought to terminate the contract and recover their deposit, alleging that the vendor, Vamvoukakis, had failed to comply with a condition precedent.

The central legal issue before the Court of Appeal was whether the vendor had satisfied the condition precedent within the stipulated timeframe. This condition required the vendor to obtain a certificate of compliance from the local council regarding certain building works. The purchasers contended that the vendor's failure to obtain this certificate by the due date entitled them to terminate the contract and reclaim their deposit.

The Court of Appeal examined the terms of the contract and the conduct of the parties. It held that the condition precedent was a material term of the contract and that time was of the essence for its performance. The Court found that the vendor had not taken all reasonable steps to obtain the certificate and had not demonstrated that obtaining the certificate was impossible or that the purchasers had waived the condition. Consequently, the Court concluded that the purchasers were entitled to terminate the contract.

The Court of Appeal ordered that the appeal be dismissed and that the purchasers be entitled to the return of their deposit.