› Special conditions — planning permit and agreement for lease
Contract
› Construction
› Whether special conditions for sole benefit of purchaser
Contract
› Construction
› Entire agreement clause — exclusion of heads of agreement terms
Quick Take
1Where a contract for sale of land provides that settlement is due a specified period after the satisfaction of special conditions, those conditions are conditions precedent to the obligation to settle; without their satisfaction or waiver, settlement is not due and neither party can compel it.
2A special condition in a contract for sale of land cannot be unilaterally waived by the purchaser where the condition benefits both parties — here, the vendor's retention of a long-term leasehold interest meant the planning permit and AFL/lease conditions were not solely for the purchaser's benefit.
3An entire agreement clause in a formal contract of sale excludes a 'sole benefit' provision contained in a prior heads of agreement that was not replicated in the contract, even where the heads of agreement is annexed as a schedule for other limited purposes.
