Jeppesons Road P/L v Di Domenico & Anor

[2005] QCA 391

Queensland Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Sale of land
3. › Settlement
4. › Concurrent and interdependent obligations
5. › Vendor's readiness, willingness and ability to perform
6. › Whether vendor entitled to rescind for purchaser's breach when vendor not ready to perform concurrent obligation
7. › Whether delivery of attornment notices was concurrent obligation under cl 5.3
1. Contract
2. › Sale of land
3. › Settlement
4. › Time of the essence
5. › Right to rescind for actual breach
6. › Whether vendor must be ready, willing and able to perform all concurrent obligations at time of purported rescission
7. › Distinction between actual breach and anticipatory breach
1. Contract
2. › General contractual principles
3. › Construction and interpretation
4. › Standard form contract
5. › Notice 'in the form required by law'
6. › Whether notice referred to s 148(1)(b) Residential Tenancies Act 1994 (Qld)
1. Contract
2. › General contractual principles
3. › Discharge, breach and defences to action for breach
4. › Election and rescission
5. › Loss or waiver of right to rescind
6. › Whether substantial compliance with concurrent obligations sufficient to found right to rescind

Quick Take

A vendor who purports to rescind a contract for sale of tenanted land for the purchaser's failure to tender the purchase price must itself be ready, willing and able to perform all concurrent obligations under cl 5.3(1) at the time of purported rescission, including delivery of attornment notices to tenants. The fact that the notices could have been swiftly obtained if the vendor had been alerted to the deficiency is irrelevant where the time for settlement has expired. The question whether a particular obligation is 'essential' is a distraction where the obligation is concurrent and interdependent with the purchaser's obligation to pay the purchase price under a time-of-the-essence clause.