Greencapital Aust Pty Ltd v Pasminco Cockle Creek Smelter Pty Ltd (Subject to Deed of Company Arrangement)

[2019] NSWCA 53

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Conflict between contractual powers
4. › Conditional contract for sale of land
5. › Vendor's right to rescind if conditions precedent not satisfied
6. › Contract amended to confer purchaser's right to step-in
7. › Whether vendor's right of rescission qualified by purchaser's step-in right
8. › Whether inconsistent provisions to be construed as one qualifying the other
1. Contract
2. › Frustration
3. › Conditional contract for sale of land
4. › Contaminated land
5. › Amendment to State Environmental Planning Policy
6. › Whether amendment preventing subdivision until remediation conditions satisfied amounted to frustration
7. › Whether supervening event rendered performance radically different from what was undertaken
8. › State Environmental Planning Policy No 55 – Remediation of Land (NSW), cl 22

Quick Take

Practitioners drafting conditional contracts with step-in rights should ensure that the relationship between the step-in right and any rescission right is expressly addressed, as courts will construe a new valuable right as qualifying an existing inconsistent right rather than permitting a 'race' to exercise competing powers.