AMA Group Limited v ASSK Investments Pty Limited [2021] NSWCA 45 (26 March 2021) (Bell P at [1]; Leeming JA at [74]; Emmett AJA at [75])


Catchwords:


CONTRACT – contractual construction – whether promise in Binding Heads of Agreement (HOA) to enter into Business Sale Agreements was subject to a condition precedent, namely the approval of the Purchaser’s Board – whether consideration for HOA illusory – whether condition precedent permitted Purchaser’s Board to withhold approval capriciously – whether primary judge’s construction accorded with commercial common sense – whether primary judge erred in ordering specific performance of HOA.