Willis Australia Ltd v AMP Capital Investors Ltd

In the case of *Willis Australia Ltd v AMP Capital Investors Ltd*, Willis Australia Ltd (the lessee) appealed to the Court of Appeal of New South Wales against decisions made by the primary court concerning an option to renew a lease. The dispute centred on whether the lessee was bound to exercise the option to renew the lease, notwithstanding the lessee's revocation of its notice to exercise the option before all contractual conditions had been performed.

The Court of Appeal was required to determine whether the terms of the lease, particularly those relating to the lessor's ability to waive certain conditions, constituted a conditional contract or an irrevocable offer. A key issue was whether the lessor could unilaterally waive the performance of contractual conditions until a later time, and whether the lessee was bound to exercise the option even after revoking its notice.

The Court reasoned that the lease agreement did not create an irrevocable offer, but rather a conditional contract. It held that the lessor's ability to waive conditions was limited and did not permit unilateral waiver of performance until a later time in a manner that would bind the lessee after revocation of the notice. Consequently, the Court allowed the appeal, set aside the declarations and orders of the Court below, and dismissed the further amended statement of claim. The Court also made orders for restitution and costs.