Recent Cases

Laundy Hotels (Quarry) Pty Limited v Dyco Hotels Pty Limited [2023] HCA 6 (08 March 2023) (KIEFEL CJ; GAGELER, GORDON, GLEESON and JAGOT JJ)


Catchwords:


Contract – Construction – Where clause in contract for sale and purchase of property and assets of hotel business obliged vendor from contract date until completion to carry on business in “usual and ordinary course as regards its nature, scope and manner” – Where hotel business operated pursuant to licence and gaming machine entitlements – Where hotel business subject to variable licence conditions imposed under Liquor Act 2007 (NSW) and regulations – Where operation of business prior to completion restricted by public health order in response to COVID‑19 pandemic – Whether vendor obliged to carry on business in manner conducted as at time of contract to extent lawful – Whether vendor “ready, willing and able to complete and … not in default” at time vendor served notice to complete.

Words and phrases – “breach”, “carry on the business”, “contractual construction”, “contractual obligation”, “COVID‑19”, “lawful operation”, “nature, scope and manner”, “ready, willing and able to complete”, “reasonable businessperson”, “usual and ordinary course”, “warranty”.