Compcorp Ltd v Force Entertainment Ltd (2003) 7 NZBLC 103,996 is a cited case in New Zealand regarding terms implied by the Courts to give "business efficacy" to a contract that would have otherwise been unworkable.
Compcorp Limited constructed the Force Entertainment Centre in Auckland, for Force Entertainment Limited, for which a firm called MTM were helping finance by purchasing FEC shares.
The relevant clause in this agreement was as follows: “The balance of any Sum Outstanding will be paid to CL by Force on the sale and settlement (and no later than within 48 hours of that Settlement) of the Force Entertainment Centre by Force.” However, later a problem developed that FEC eventually settled its legal action with MTM, with MTM paying compensation in cash, without being required to purchase FEC shares.
The Court held that the sale of the shares was merely a date for payment, not a condition of liability.
Gault P stated “There could hardly be a clearer case for giving a commercial contract business efficacy”.