LINK INVESTMENTS PTY LTD v ZARABA PTY LTD [2001] NSWCA 14

LINK INVESTMENTS PTY LTD v ZARABA PTY LTD [2001] NSWCA 14

Special condition 3.1 did not require Link Investments Pty Ltd to indemnify Zaraba Pty Ltd for the costs of defending Mr Winchester's unsuccessful commission claim. Read as a whole, the clause covered only a good claim for commission or expenses, and the expression "against any claim" did not extend to defence costs of an unsuccessful claim.

Jurisdiction
Australia
Judgment Date
14 February 2001
Procedural Posture
Contract Appeal Concerning Construction of an Indemnity Clause in a Land Sale Contract / Appeal From the District Court of New South Wales
Outcome
Appeal upheld.
Legal Topics
['construction of Indemnity Clause' 'real Estate Agent Commission' 'third Party Proceedings' 'costs of Defending an Unsuccessful Claim']
['contract Law' 'real Property' 'agency' 'civil Procedure'] ['construction of Indemnity Clause' 'real Estate Agent Commission' 'third Party Proceedings' 'costs of Defending an Unsuccessful Claim']

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Procedural Posture

Contract Appeal Concerning Construction of an Indemnity Clause in a Land Sale Contract / Appeal From the District Court of New South Wales

Legal Issues

  1. 1 ["Whether special condition 3.1 of the contract required Link Investments Pty Ltd to indemnify Zaraba Pty Ltd for the costs of defending Mr Winchester's unsuccessful commission claim." 'Whether the word "claim" in the indemnity referred to any asserted claim or only to a good claim for commission or expenses.' 'Whether the indemnity "against any claim" extended to legal costs incurred in defending a claim.']

Ratio Decidendi

Special condition 3.1 did not require Link Investments Pty Ltd to indemnify Zaraba Pty Ltd for the costs of defending Mr Winchester's unsuccessful commission claim. Read as a whole, the clause covered only a good claim for commission or expenses, and the expression "against any claim" did not extend to defence costs of an unsuccessful claim.

Court Disposition

Appeal upheld.

Orders

  • ['Appeal upheld.' 'Set aside order 2 as entered in the District Court on 13 October 1999 and in lieu thereof order that there be a verdict and judgment with costs against the defendant and in favour of the third party in the third party proceedings.' "Appellant to pay second respondent's costs on a submitting...