Delaware North v AAPC Australia [2003] NSWSC 223

Delaware North v AAPC Australia [2003] NSWSC 223

The express obligations relied on were confined to a "Project", which meant the operation and maintenance of a Centre pursuant to an existing deed or agreement in relation to management and operation. Acts directed to obtaining or renewing contractual rights to operate and manage the Sydney Centre were antecedent to, and distinct from, the operation and maintenance of the Centre. The reference to tendering expenses in the definition of "Project Expenses" did not alter the clear definition of "Project". Accordingly, the Unit Holders Agreement did not impose the alleged duties on AAPCAust and the pleaded breaches of contract were not made out.

Jurisdiction
Australia
Judgment Date
31 March 2003
Procedural Posture
Commercial List Contract Proceedings for Breach of Contract and Alleged Interference With Contractual Relations / Separate Determination of Liability Issues Confined to Whether the First Defendant Was Guilty of Breach of Contract
Outcome
The separate liability question was answered adversely to the plaintiffs; short minutes were to be brought in.
Legal Topics
['construction and Interpretation of Contracts' 'unit Holders Agreement' 'breach of Contract' 'best Endeavours Obligations' 'separate Determination of Issues' 'admissibility of Pre Contract Negotiation Evidence']
['contract Law' 'civil Procedure' 'evidence'] ['construction and Interpretation of Contracts' 'unit Holders Agreement' 'breach of Contract' 'best Endeavours Obligations' 'separate Determination of Issues' 'admissibility of Pre Contract Negotiation Evidence']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Commercial List Contract Proceedings for Breach of Contract and Alleged Interference With Contractual Relations / Separate Determination of Liability Issues Confined to Whether the First Defendant Was Guilty of Breach of Contract

Legal Issues

  1. 1 ['Whether clauses 2.1, 6.1, 6.2, 13.1(b), 13.6(e) and 13.7 of the Unit Holders Agreement required AAPCAust to join and co-operate with Delaware and AVS in submitting, or negotiating with a view to submitting, a bid for further management of the Sydney Centre from 1 January 2002.' 'Whether the defined term "Project" included the process of tendering for, obtaining or renewing contractual rights to operate and manage the Sydney Centre.' 'Whether clause 13.6(e) prevented a Unit Holder from entering into a contract in connection with a new arrangement for management of the Sydney Centre without agreement of all Unit Holders.' 'Whether documents from pre-contract negotiations concerning a possible non-competition clause should be admitted as relevant to construction of the Unit Holders Agreement.']

Ratio Decidendi

The express obligations relied on were confined to a "Project", which meant the operation and maintenance of a Centre pursuant to an existing deed or agreement in relation to management and operation. Acts directed to obtaining or renewing contractual rights to operate and manage the Sydney Centre were antecedent to, and distinct from, the operation and maintenance of the Centre. The reference to tendering expenses in the definition of "Project Expenses" did not alter the clear definition of "Project". Accordingly, the Unit Holders Agreement did not impose the alleged duties on AAPCAust and the pleaded breaches of contract were not made out.

Court Disposition

The separate liability question was answered adversely to the plaintiffs; short minutes were to be brought in.

Orders

  • ['The documents at pages 142.1 to 142.18 (Tab 11A) and 271.1 and 271.2 (Tab 15A) of Volume 1 were ruled against admission on the grounds of relevance.' 'Agreed short minutes were to be filed by delivery to the Associate within fourteen days.' 'If there was no agreement on short minutes, the Associate was to be...