M & W Zaki Pty Ltd v MindChamps Preschool Ltd (No 2)

[2022] NSWCA 266

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Exclusivity clause in Term Sheet
4. › Sale of business
5. › Whether obligation to terminate discussions and cease communications applied to prospective purchasers who had already submitted expressions of interest
1. Contract
2. › Breach of contract
3. › Exclusivity obligations
4. › Continuing communications with competing purchasers during exclusivity period
5. › Whether breach of exclusivity covenant enlivened obligation to return deposit

Quick Take

Obligations to terminate discussions and cease communications in exclusivity clauses will be construed as applying to all prospective purchasers with whom discussions have commenced, regardless of the stage those discussions have reached.

Case Details

Citation[2022] NSWCA 266

CourtNSWCA

JurisdictionNew South Wales

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2000McCann v Switzerland InsuranceHCA 65
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