To v Huang

To brought an action against Huang in the Supreme Court of New South Wales. The dispute concerned the validity of a sale and purchase agreement for a property. The agreement contained a due diligence condition, which if not fulfilled by a specified date, allowed the purchaser to terminate the agreement and receive a refund of their deposit. The central issue was whether the purchaser had validly waived the due diligence condition before the stipulated deadline. To argued that they had satisfied the due diligence condition by communicating with the vendors’ solicitor and proposing a new settlement date. Huang contended that the proposed settlement date was not acceptable and that the due diligence condition had not been met. The court had to determine whether the purchaser had effectively waived the due diligence condition, and if the vendors had validly avoided the agreement by not accepting this waiver.

The court examined the standard form contract's clause 9.8, which outlined the operation of conditions, including the mechanism for waiver and avoidance of the agreement. It noted that the due diligence condition was a condition subsequent, and both parties were required to act reasonably to enable its fulfilment. The court considered the communication between the parties and whether the purchaser had indeed waived the due diligence condition. It held that the purchaser had not effectively waived the condition because the proposed settlement date was not agreed upon by the vendors. Consequently, the court found that the vendors were entitled to avoid the agreement as the due diligence condition was not fulfilled by the specified date. The purchaser was not entitled to a refund of their deposit.