Catchwords:

CONTRACTS – construction – share sale agreement made provision for payment of “Deferred Amount” – joint venturer entitled to acquire shares owned by company being sold if written consent not provided – share sale agreement made no provision for Deferred Amount if written consent not provided but joint venturer did not acquire shares – literal meaning left Deferred Amount undetermined – text and context favoured conclusion that Deferred Amount payable if company retained shares – interpretation of contract where clauses inconsistent or lead to commercial absurdity

CONTRACTS – requirement of written consent by joint venture partner – whether requirement satisfied by sale of joint venturer’s interest in joint venture, thereby terminating joint venture