Willis Australia Ltd v AMP Capital Investors Ltd

(2023) 113 NSWLR 1; [2023] NSWCA 158

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Interpretation of commercial contracts
4. › Option to renew lease
5. › Whether all conditions must be satisfied before obligation to grant new lease arises
6. › Whether text supports construction that only some conditions need be satisfied
7. › Whether commercial nonsense or inconvenience displaces plain meaning
1. Contract
2. › Construction
3. › Options
4. › Standing controversy as to nature of options
5. › Whether option is irrevocable offer or conditional contract
6. › Whether characterisation necessary to resolve dispute
1. Contract
2. › Waiver
3. › Option to renew lease
4. › Whether landlord can waive conditions in option clause
5. › Whether conditions are rights capable of waiver
6. › Whether contractual requirement for waiver to be in writing signed by both parties must be satisfied
1. Contract
2. › Construction
3. › Commercial contracts
4. › Commercial nonsense or inconvenience
5. › Distinction between absurd outcome and uncommercial outcome
6. › Whether court may depart from plain meaning to achieve more commercial result

Quick Take

Where conditions in a lease option are expressed conjunctively, all must be satisfied before the landlord's obligation arises, the landlord cannot unilaterally waive conditions that are not "rights" it holds, and contractual requirements for written waivers signed by both parties will be enforced.