A nominee under a land sale contract containing 'and or nominee' provisions may become contractually bound by post-settlement obligations (including building covenants and repurchase options) by necessary implication from the surrounding circumstances, without express terms, where the post-settlement provisions would be unworkable if unenforceable against the nominee, the nominee was identified in pre-contractual negotiations, and the nominee paid the purchase price and took transfer. Where a repurchase option requires the price to be fixed by valuation and settlement within a specified period, the valuation is a condition precedent to performance, and failure to obtain the valuation within the period entitles either party to terminate. A purported termination for breach of contract is valid if justified by a different available ground of non-fulfilment of a condition precedent.
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