Elderslie Property Investments No 2 P/L v Dunn

[2008] QCA 158

Queensland Court of Appeal

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Construction and interpretation
3. › Commercial contracts
4. › Businesslike interpretation
5. › Put and call option deeds
6. › Whether call option period linked to approval date
7. › Whether literal construction yielding uncommercial result should be rejected
1. Contract
2. › Construction and interpretation
3. › Supplying omitted words
4. › Whether court may read words into contract to avoid absurdity or inconsistency
1. Contract
2. › Performance
3. › Time for performance
4. › No time stipulated for exercise of contractual right
5. › Implication that notice be given within reasonable time
6. › Factors relevant to determining reasonable time
1. Contract
2. › Rectification
3. › Whether rectification necessary where proper construction achieves intended result

Quick Take

Where put and call options are linked in a commercial deed, a literal construction that would allow one option to continue indefinitely while the other expires will be rejected in favour of a businesslike construction that maintains the linkage. A notice of extension of an approval date given seven weeks after expiry, where the option constrains the grantor's freedom to deal with the land and the grantee had no good reason for delay, is not given within a reasonable time.