Contract - Construction - Implied term - Best endeavours - Sale of land - Subdivision - Sale conditional on registration of plan of subdivision by agreed date - Express term requiring vendor to use best endeavours to procure registration of plan by agreed date - Whether implied term requiring vendor to procure registration after agreed date - Rescission - Whether vendor entitled to rescind if in breach of implied term.

Practice and procedure - Pleadings - Statement of claim - Amendment - Late - Amendment at judge's suggestion in final addresses - Whether leave to amend granted within power under Rules - Whether discretion miscarried - Supreme Court Rules Ch. I r. 36.01(1).

Appeal - Leave to appeal - Costs - Appeal against costs order below - Whether leave required - Legal practitioners - Solicitors - Order for costs against solicitors because of negligence - Meaning of "negligence" - Supreme Court Act 1986 (No. 110) s. 17A(1)(b) - Supreme Court Rules Ch. I r. 63.23.

Appeal - Leave to appeal - Arguable error below - No substantial injustice - Leave refused.

Human rights - Charter of Human Rights and Responsibilities - Civil proceeding - Fair and public hearing - Party in civil litigation awaiting trial on criminal charges - Common substratum of facts - Privilege against self-incrimination - Referral of Charter question to Supreme Court - Criteria - Charter of Human Rights and Responsibilities Act 2006 (No 43) ss 4 6 24 25 32 33 38.

Practice and procedure - Stay of civil proceeding - Potential criminal charges arising out of common substratum of facts - Discretion - McMahon guidelines.

Administrative law - Judicial review - Procedural fairness - Hearing rule - Applicability - Variable content - Preliminary decision part of broader process - Victorian Civil and Administrative Tribunal - Parties - Joinder - Permissible without notice - Tribunal practice note - Discretionary departure - Reasons - "Interim order" - Victorian Civil and Administrative Tribunal Act 1998 (No 53) ss 60(1) 117.

Appeal - Leave to appeal - Appeal from Trial Division order refusing leave to appeal - Victorian Civil and Administrative Tribunal Act 1998 (No 53) s 148 - Supreme Court Act 1986 (No 110) s 17A(4)(b).

Appeal - Leave to appeal - Company - Winding-up order - Contributory - Appeal from dismissal of application to terminate or stay order permanently - Defective service of statutory demand - Winding-up order made on notice but in absence of defendant company - Importance of public reliance on company's registered office - Discretionary order - House v R test - Criteria - Solvency - Commercial morality - Public interest - Corporations Act 2001 (Cth) ss 109X 482

Contract - Construction - Implied term - Dispute resolution clause providing for third party to appoint independent expert to resolve dispute - Contract silent as to terms of appointment - Whether terms proffered by expert reasonable - Whether parties to contract bound to accept appointment - Whether parties obliged to execute agreement with independent expert - Implied obligation to co-operate - Further assurance clause - "Appoint".

Appeal - Leave to appeal - Appeal against order granting injunction - Leave unnecessary - Supreme Court Act 1986 (No 110) ss 17(2) 17A(4)

Practice and procedure - Parties - Companies - Requirement to be represented by a solicitor - Stay of proceedings where corporation unrepresented - Exception for contrary statutory provision - Statutory scheme for derivative actions on behalf of companies - Whether scheme relevantly abrogated court rules - General power to depart from rules - Criteria - Supreme Court (General Civil Procedure) Rules 2005 Ch I rr 1.17(1) 2.04 - Corporations Act 2001 (Cth) ss 236 237.

Appeal - Leave to appeal - Order staying proceeding until corporation represented by solicitor - Whether interlocutory or final.

Appeal - Leave to appeal - Substantial injustice test - Mere risk of substantial injustice insufficient.

Practice and procedure - Discovery - Inspection of documents - Client legal privilege - Mention of legal advice supporting other party's stance - Waiver - Substance of advice not disclosed - Evidence Act 2008 (No 47) s 122(3)

Appeal - Leave to appeal - County Court - Judgment - Default of appearance - Judgment set aside on second application - Abuse of process - Principles - Interests of justice - "Final and conclusive" - County Court Act 1958 (No 6230) s 73(1).

Appeal - Leave to appeal - Application - Competence - Supporting affidavit - Failure to exhibit proposed notice of appeal - Effect of non-compliance with rules - Irregularity - Court rule specifically providing for correction of non-compliance - General discretion to dispense with compliance - Affidavit accounting for absence of exhibit - Supreme Court (General Civil Procedure) Rules 2005 rr 2.01 2.04 65.07 - Victorian Civil and Administrative Tribunal Act 1998 (No 53) s 148.

Administrative law - Victorian Civil and Administrative Tribunal - Jurisdiction - Composition of tribunal - Local government - Exception for orders giving effect to settlement - "Necessary to give effect to" - Victorian Civil and Administrative Tribunal Act 1998 (No 53) s 93 Sch 1, cl 46E(1)

Appeal - Leave to appeal - Substantial injustice where lack of jurisdiction below alleged - Public interest in ensuring that administrative tribunals act within jurisdiction.

Corporations — Directors and officers — Company officer indemnified for legal costs and expenses — Whether indemnity arises before verdict or only at conclusion of proceedings — Effect of obligation to refund if officer found guilty — Whether indemnity for costs and expenses of criminal proceedings breaches statutory prohibition — Corporations Act 2001 (Cth) s 199A(3)

Appeal — Leave to appeal — `Real prospect of success' — Supreme Court Act 1986 (Vic) ss 14A, 14C