Woodroffe v Box [1954] HCA 22

Woodroffe v Box [1954] HCA 22

The majority held that, on the proper construction of the whole agreement, MacLennan's executors were bound upon the death of the survivor of MacLennan and his wife to offer the property to Woodroffe, or at his choice to Woodroffe and his son, for £13,000. The fixed event, the language "will upon the death of the survivor give", the reference to the price then applicable, the treatment of the £100 consideration, and the structure of cll. 1 and 2 showed that an immediately effective right was intended, not a merely negative pre-emptive covenant. In equity cl. 1 itself operated on the death of the survivor as an offer capable of acceptance, creating an open contract for sale of the land for...

Jurisdiction
Australia
Procedural Posture
Appeal Concerning Construction of a Contract Under Seal Made on 15th November 1946 / Appeal to the High Court of Australia From an Order of the Supreme Court of Tasmania (morris C.j.) on an Originating Summons Under O. 61
Outcome
Appeal allowed with costs.
Legal Topics
['construction of Contract' 'right of First Refusal' 'option to Purchase' 'right of Pre Emption' 'sale of Land']
['contract Law' 'property Law' 'equity'] ['construction of Contract' 'right of First Refusal' 'option to Purchase' 'right of Pre Emption' 'sale of Land']

Case Brief

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Procedural Posture

Appeal Concerning Construction of a Contract Under Seal Made on 15th November 1946 / Appeal to the High Court of Australia From an Order of the Supreme Court of Tasmania (morris C.j.) on an Originating Summons Under O. 61

Legal Issues

  1. 1 ['Whether the agreement giving Woodroffe the "right of first refusal" obliged MacLennan\'s executors, upon the death of the survivor of MacLennan and his wife, to offer the premises to Woodroffe for £13,000.' 'Whether the words "right of first refusal" conferred only a pre-emptive right preventing sale to another without first offering the property to Woodroffe.' 'Whether cl. 1 of the agreement operated in equity as an offer capable of acceptance so as to create a contract for sale of the land.']

Ratio Decidendi

The majority held that, on the proper construction of the whole agreement, MacLennan's executors were bound upon the death of the survivor of MacLennan and his wife to offer the property to Woodroffe, or at his choice to Woodroffe and his son, for £13,000. The fixed event, the language "will upon the death of the survivor give", the reference to the price then applicable, the treatment of the £100 consideration, and the structure of cll. 1 and 2 showed that an immediately effective right was intended, not a merely negative pre-emptive covenant. In equity cl. 1 itself operated on the death of the survivor as an offer capable of acceptance, creating an open contract for sale of the land for...

Court Disposition

Appeal allowed with costs.

Orders

  • ['Order of the Supreme Court of Tasmania discharged except insofar as it certifies for the attendance of counsel.' 'In lieu thereof question (1) answered Yes and question (2) not answered.' "Plaintiff's costs of the originating summons to be paid by the defendants."]