Reliance Franchise Partners Pty Ltd v Ford Kinter & Associates Pty Ltd

Where a contract provides for payment of instalments calculated by reference to an initial price, with a subsequent adjustment mechanism, the unadjusted instalments remain payable on their due dates if the adjustment process has not been completed. A party who wrongfully refuses to engage in a contractual adjustment process cannot rely on the absence of adjustment to avoid payment obligations. The words 'subject to' an adjustment clause in a payment provision will ordinarily be construed as meaning 'subject to adjustment' rather than as a condition precedent to the payment obligation arising.