[1][2] The parties entered into a conditional sale agreement involving a block of apartments, requiring the obtaining a subdivision consent within 60 days to the purchasers satisfaction.

Ultimately, the subdivision consent was not obtained, but the purchaser notified the vendor that they had now waived this condition unilaterally, and that they should now treat the contract as now being unconditional.

The vendor response was that the condition was a benefit of both parties, and as such, was not able to be waived unilaterally.

Blandchard J stated: " It has to be remembered that we are at this point concerned with a situation in which it is to be accepted that there is no substantive benefit to [the vendors]."

and "The court must reach a view on whether both parties are intended to have the benefit of a contingent condition by applying ordinary principles of contractual construction, examining the contract document as a whole in its factual matrix".