Where a bid undergoes substantial modification during negotiations — including changes to consortium membership, funding structure, and key contractual terms such as the identity of a manager — the resulting agreement may not constitute the original bid being 'successful' for the purposes of a condition precedent. The dictionary principle (whereby surrounding circumstances supply a special meaning to contractual terms) requires strong evidence that both parties adopted the same special meaning; pre-contractual conversations merely 'feeling their way' towards an agreement are insufficient. The O'Brien v Dawson immunity for directors from the tort of inducing breach of contract does not extend by analogy to holding companies in relation to their wholly owned subsidiaries. Mere failure by common directors to take steps to prevent a subsidiary's breach of contract does not constitute inducing breach of contract.
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