Stepping Stones Child Care Centre (ACT) Pty Limited v Early Learning Services Limited

[2013] ACTSC 173

Supreme Court of the ACT

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Construction and interpretation
3. › Conditions precedent
4. › Satisfaction of conditions precedent
5. › Whether written consent obtained
6. › Distinction between consent and agreement to consent in future
1. Contract
2. › Construction and interpretation
3. › Best endeavours and reasonable endeavours
4. › Obligation to use reasonable endeavours to satisfy conditions precedent
5. › Whether obligation breached
6. › Whether obligation extends to accepting uncommercial terms
1. Contract
2. › Termination
3. › Termination for non-fulfilment of conditions precedent
4. › Whether termination effective
5. › Sunset clause
1. Contract
2. › Remedies
3. › Specific performance
4. › Readiness willingness and ability to complete
5. › Whether conditions precedent satisfied by completion date

Quick Take

An obligation to use 'reasonable endeavours' to satisfy conditions precedent does not require a party to accept uncommercial terms or act against its own commercial interests. The implied duty to co-operate does not add to an express obligation to use reasonable endeavours and cannot override express contractual terms. A distinction exists between a landlord's actual written consent to assignment of a lease and an agreement to consent in the future on conditions; unsigned deeds of consent do not constitute written consent.