The Court held that a vendor's non-compliance with ss.6(1) and 6(2) of the Sale of Land Act 1962 (Vic) did not entitle the purchaser to rescind where the s.14(1) proviso was satisfied — the vendor acted honestly and reasonably, and the purchaser was substantially in as good a position as if the Act had been complied with, particularly where the unpaid purchase price far exceeded the mortgage debt and the parties had executed a consent to mortgage. The Court also held that an assignment agreement drafted informally by a non-lawyer, using future tense language ('will transfer', 'agrees to assign'), was effective as an immediate equitable assignment when construed in light of surrounding circumstances and business common sense, including contemporaneous nomination and purchaser's declaration documents. The assignee of a deregistered company's rights under a contract was entitled to specific performance without the deregistered company being joined as a party.
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