Cirrus Real Time Processing Systems Pty Limited v Jet Aviation Australia Pty Ltd [2023] NSWSC 464

Cirrus Real Time Processing Systems Pty Limited v Jet Aviation Australia Pty Ltd [2023] NSWSC 464

On the proper construction of clauses 1.1 and 1.4 of Annex E, "Base Date Index Value" is a single undefined expression whose meaning is drawn from the formula and contractual context, not from the separate definition of "Base Date" as 1 January 2018. Clause 1.4 and commercial purpose require the price adjustment for each subsequent year to use the preceding period index values, so the denominator is the applicable index value for the year prior to the "past year" in the numerator, and "Last year's price" is the correctly adjusted price for the 12-month period commencing on 1 January of the previous year. Jet's prior acceptance of Cirrus's calculations did not affect construction of the...

Jurisdiction
Australia
Judgment Date
05 May 2023
Procedural Posture
Contract Construction Dispute in the Equity Commercial List / Principal Judgment After Hearing; Rectification Claim Abandoned Before Hearing
Outcome
The summons was dismissed; declarations were made substantially in favour of the defendant/cross-claimant; the plaintiff was ordered to pay the defendant's costs with liberty to apply.
Legal Topics
['contract Construction' 'interpretation of Price Adjustment Formula' 'base Date Index Value' 'post Contractual Conduct']
['contracts'] ['contract Construction' 'interpretation of Price Adjustment Formula' 'base Date Index Value' 'post Contractual Conduct']

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Procedural Posture

Contract Construction Dispute in the Equity Commercial List / Principal Judgment After Hearing; Rectification Claim Abandoned Before Hearing

Legal Issues

  1. 1 ['What is the correct construction of the expression "Base Date Index Value" in the price adjustment formula in clause 1.1 of Annex E to Attachment B of the Contract.' 'What value for "Last year\'s price" ("PI") is to be used in the formula in clause 1.1 of Annex E.' "Whether the price calculated for the Price Revision Date of 1 January 2022 should be based on Cirrus's compounding approach or Jet's approach using the preceding period index values." "Whether Jet's acceptance of Cirrus's calculations in earlier years could be used as an admission in construing the written contract."]

Ratio Decidendi

On the proper construction of clauses 1.1 and 1.4 of Annex E, "Base Date Index Value" is a single undefined expression whose meaning is drawn from the formula and contractual context, not from the separate definition of "Base Date" as 1 January 2018. Clause 1.4 and commercial purpose require the price adjustment for each subsequent year to use the preceding period index values, so the denominator is the applicable index value for the year prior to the "past year" in the numerator, and "Last year's price" is the correctly adjusted price for the 12-month period commencing on 1 January of the previous year. Jet's prior acceptance of Cirrus's calculations did not affect construction of the...

Court Disposition

The summons was dismissed; declarations were made substantially in favour of the defendant/cross-claimant; the plaintiff was ordered to pay the defendant's costs with liberty to apply.

Orders

  • ['The summons be dismissed.' 'A declaration that on the proper construction of clauses 1.1 and 1.4 of Annex E to Attachment B of the B300 Services Support Contract – ACOTS2 (Contract No: HP 201771/2018/001) between the Plaintiff and the Defendant dated 1 August 2018, the "Base Date Index Value" for each Subsequent...