Contract Law Essay: Completion Dates, Breach, and Notices (Law 101)

This essay analyzes the evolution of contract law concerning completion dates, drawing from the case of Neeta (Epping) Pty Ltd v Phillips. It explores the essentials of a contract, including offer, acceptance, consideration, privity, capacity, and free consent, highlighting how these elements impact the validity and enforceability of agreements. The essay examines the significance of time in contract performance and the consequences of failing to meet stipulated deadlines. It further discusses the conditions under which a party in breach can issue a notice to complete, referencing relevant case laws like Carrapetta v. Rado and Laurinda Pty v Capalaba Park Centre. The essay emphasizes that a party in default cannot issue a notice related to time being of the essence. The essay also highlights the development of contract law, keeping in mind the changing societies and the laws which should be made to regulate the same.

ASSIGNMENT

QUESTION:
“At law a failure to carry out the contract on the day stipulated, if the failure
was not due to any default on the part of the other party in performance of his
obligations, was a breach of the contract in one of its essential terms.”
(Neeta (Epping) Pty Ltd v Phillips 1974 131 CLR 286)
The contract law has been made and it has developed itself over the period of time, to
build the essentials so that the parties to the contract know their obligations and at the
same time are aware of the consequences. The discussion which has been presented
below incorporates a slight hint at essentials that is required to form a contract, the
time stipulated time. There are different cases too which has been further mentioned.
The contract law, is a law that governs the different agreement that take place
between the parties, mostly in business transactions. The essentials if not present,
would automatically make the contract a non valid one but at the same time if any of
the said essentials is breached by one of the other parties, the one breaching would
have to pay compensation to the aggrieved one.
The main essentials of a contract which is made have been listed below, the non
fulfillment of either, would mean that the contract is invalid:
1. A contract to exist should have two major essentials which includes the offeror
making the offer and the offeree, accepting the offer. There are few underlying
clauses to this as well, because the offer should be made with the intention of creating
a legal relation with the offeree, and at the same time the offer made should be legal
in nature. The one accepting the offer should understand the same in the same content
and should be a mirror reflection of the offer. When the offer is made and the same is
accepted and that the acceptance if communicated to the one making the offer by the
one accepting it, the first essential is fulfilled, just like in Carlill v Carbolic Smoke1
1 Duncan, W. D. (2012). The legal effect of settlement statements. The Queensland Lawyer, 32(4),

Ball Company. the said case also highlights other important parts of a contract which
includes, unilateral contracts, where one party has fulfilled the promise and only other
party needs to do the same, and the other part is about invitation to treat which this
case also depicts.
2. Consideration is another important essential which mostly is a monetary exchange
by one part for the promise fulfilled by the other like seen in, Thomas v Thomas.
3. Privity to contract is also important because the parties to the contract are the only
ones who have the rights to sue in Case of breach and not any third party even if a
beneficiary, like seen in Dunlop Pneumatic Tyre v Selfridge and Co Ltd in 1915..
4. Capacity of the parties, as per the contract law is another important essential which
means that the party should be of age, eighteen and above, of sound mind, without
any pressure, and should not be under the effect of any kind of drug or alcohol or
should not be minor, and then they can form contracts, like seen in De Francesco v
Branum.
5. Free consent is also a very important essential which should be present for a
contract to be a valid one, like seen in Williams v Roffey Bros & Nicholls
(Contractors) Ltd.
Apart from the requisites, there are the terms of the contract which decide what takes
place between the people, the obligations and the consequence of breaching the same.
There are implied terms in a contract which is implied by virtue of the laws of the
land or of the situation. At the same time there are the expressed terms which are the
terms of the contract decided by the parties to the contract. Here the parties can
incorporated anything legal, decide the matters in between themselves, and also the
decide of the consequence, which would only happen when the terms decided by the
parties are breached.
184-185.

The contract law has developed over the period of time, keeping in mind the changing
societies and the laws which should be made to regulate the same. The main case
which have been given, (Neeta (Epping) Pty Ltd v Phillips 1974 131 CLR 286) is a
case law where initially time was not the main essence or the main factor, which
should have been considered as an essential, but there was a notice which had been
given by one of the parties. It was held important that the party who apart from the
contract was wanting to bank upon a notice that he or she or they are providing,
should itself be free from any kind of default in the contract. If the party who is
issuing the notice, has breached any term or has breached any term or has not
complied with any of the essential like he should have, the notice does not bind the
opposite party in a manner where when the work is not completed on time would not
result in a breach of contract and certainly not a breach in contractual term. In such
cases, when the notice is deemed to be ineffective, and that one party’s continued
failure, to complete the said work in the given period of time does not amount to
repudiation allowing the other party to rescind.
There are similar cases, mentioned below which have been mentioned for a better
understanding of the explanation which has been given above.
The case of Carrapetta v. Rado [2012] NSWCA 2022 raises a point related to the case
mentioned above, where in a case whether a party has the right to send a notice
related to completing of the said task, where time is held to be the essence of the
contract, where settlement eventually comes from the seller, where the amount has
been overstated, owing to the initial contract, which in the case mentioned above, has
already been termed as invalid. This further raised the issue, which lead to the
conclusion that when the seller was already in a position which would mean that he is
breaching a contract or the contractual term, the Notice to Complete issued by him
2 v Chong, N. Conveyancing Law: The Notice To Complete April 2007.

would be deemed invalid. This showed its legal effect on the efficacy of the Notice to
Complete at the time of delivery which like mentioned would lead to settlement.
Further example is that which has been set by Laurinda Pty v Capalaba Park Centre3,
where a similar kind of notice was issued, which was considered in the context for
termination of a contract. Here Laurinda wanted to lease a place from Capalaba Park
Centre, but the latter was not in a position where the said place could be offered on
lease, in documentation, and the same was also not available for registration, because
there were few ongoing internal processes where they were changing their internal
fiances and the processes related to it, and the structure and therefore the next 10
months they would not be able to provide for a registered lease, but what happened
next was Laurinda wanted to sell their business, because of the concerns which was
going on and for the same reason a notice was sent out to Capalaba Park Centre,
where a deadline of 14 days was given to the company so that they can come up with
a registered lease document. It was seen that Capalaba Park Centre could not come up
with the same and therefore Laurinda went ahead and terminated the contract or the
agreement of lease which as a case went up to to the High Court of Australia, who
spotted other issues with this as well. Firstly it had to be noticed that Laurinda was to
take a lease, and that too of a shop within the said premises and that the same would
be granted to her for a period of 6 years. The contract which was present in between
them did not talk about the dates for the commencement or ending of the same as
nothing was mentioned in the deed as well, but a certain date was deemed which was
the date when Laurinda took up occupancy in the building. The other issue which has
been noticed is that there were other details which were present, like the rental and the
registration matters, the formal ones which were required by the Registrar of Titles to
3 Lindgren, K. (2016). A time difference between Australia and England: Urban 1 (blonk street) Ltd
v Ayres. Commercial Law Quarterly: The Journal of the Commercial Law Association of
Australia, 30(2), 10.

determine facts about the lease to proceed with the case.
Thus, it can be concluded that cases such as there where there exists a contract
between two parties, and then despite of that there are other notices which are
incorporated in the same, initially the court would have a slightly difficult time
determining whether the notice would stand like a stump for time being an essence in
the contract when the same has not been decided in the terms. For the same reasons
the cases which have been mentioned above, stand as examples. The simplest
conclusion which has been derived to identify the development of the contract law
over the period of time and also to find a solution to the said case is that if one is
defaulting a contract himself, he cannot issue a notice which charges the other party
with the clause of time being an essence because the work has not been completed,
when initially the tine period for the same had not been decided4.
References
Christensen, S. A., & Duncan, W. D. (2009). Sale of Businesses in Australia.
Federation Press.
Duncan, W. D. (2012). The legal effect of settlement statements. The Queensland
4 Christensen, S. A., & Duncan, W. D. (2009). Sale of Businesses in Australia. Federation Press.

Lawyer, 32(4), 184-185.
Lindgren, K. (2016). A time difference between Australia and England: Urban 1
(blonk street) Ltd v Ayres. Commercial Law Quarterly: The Journal of the
Commercial Law Association of Australia, 30(2), 10.
v Chong, N. Conveyancing Law: The Notice To Complete April 2007.