Valassis v Bernard

In *Valassis v Bernard* [1998] NSWCA 244, the New South Wales Court of Appeal considered a dispute between the parties concerning a contract for the sale of land. The appellant, Valassis, was the vendor and the respondent, Bernard, was the purchaser. The central issue revolved around whether the purchaser had validly terminated the contract due to the vendor's alleged breach of a condition precedent.

The Court was required to determine whether the vendor had breached a condition precedent within the contract, specifically relating to the provision of certain information or documentation by a stipulated date. This involved an interpretation of the contractual terms and an assessment of whether the vendor's actions or omissions constituted a failure to fulfil this condition, thereby entitling the purchaser to terminate the agreement.

The Court of Appeal found that the vendor had not breached the condition precedent as alleged by the purchaser. It reasoned that the condition, as drafted, did not impose an absolute obligation on the vendor to provide the specific information by the specified date in the manner contended by the purchaser. Instead, the Court interpreted the condition as requiring the vendor to take reasonable steps to procure the information, and that the vendor had, in fact, taken such steps. Consequently, the purchaser was not entitled to terminate the contract on the grounds of the vendor's alleged breach. The appeal was therefore allowed.