Accolade Wines Australia Limited v Pernod Ricard Winemakers Pty Ltd [2025] NSWSC 55

Accolade Wines Australia Limited v Pernod Ricard Winemakers Pty Ltd [2025] NSWSC 55

On the language of Schedule 6 of the BASA, the obligation that the notice ‘must include’ certain Territories does not preclude the plaintiffs from also including Territories that are the subject of an exception, such as New Zealand. The absence of words mandating the exclusion of New Zealand means the plaintiffs may, at their option, include New Zealand in the Phase 1 Territories notification. Other provisions of the BASA and commercial context support this construction. Accordingly, the notice given on 4 December 2024 validly included New Zealand.

Parties
First Plaintiff: Accolade Wines Australia Limited; Second Plaintiff: Accolade Wines New Zealand Limited; Third Plaintiff: Australian Wine Topco Limited; First Defendant: Pernod Ricard Winemakers Pty Ltd; Second Defendant: Pernod Ricard Winemakers New Zealand Limited
Jurisdiction
Australia
Judgment Date
17 February 2025
Procedural Posture
Commercial Contractual Dispute / First Instance Principal Judgment
Outcome
Declarations made for plaintiffs; provisional costs order for plaintiffs
Legal Topics
Contract Interpretation, Business and Asset Sale Agreement, Transitional Distribution Arrangements
Contract Law Equity Commercial Law Contract Interpretation Business and Asset Sale Agreement Transitional Distribution Arrangements

Case Brief

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Parties

Accolade Wines Australia Limited

First Plaintiff

Accolade Wines New Zealand Limited

Second Plaintiff

Australian Wine Topco Limited

Third Plaintiff

Pernod Ricard Winemakers Pty Ltd

First Defendant

Pernod Ricard Winemakers New Zealand Limited

Second Defendant

Procedural Posture

Commercial Contractual Dispute / First Instance Principal Judgment

Legal Issues

  1. 1 Whether Schedule 6 of the BASA permits the plaintiffs to include New Zealand in the Phase 1 Territories notification
  2. 2 Whether the 4 December 2024 notification was valid under the BASA

Ratio Decidendi

On the language of Schedule 6 of the BASA, the obligation that the notice ‘must include’ certain Territories does not preclude the plaintiffs from also including Territories that are the subject of an exception, such as New Zealand. The absence of words mandating the exclusion of New Zealand means the plaintiffs may, at their option, include New Zealand in the Phase 1 Territories notification. Other provisions of the BASA and commercial context support this construction. Accordingly, the notice given on 4 December 2024 validly included New Zealand.

Court Disposition

Declarations made for plaintiffs; provisional costs order for plaintiffs

Orders

  • Declaration: The first and second plaintiffs and Amphora Finance Limited (as 'Suppliers' within the meaning of Schedule 6 of the BASA) are permitted, but not required, to notify in writing that New Zealand is one of the 'Territories' that shall apply to the period defined as 'Phase 1' in Schedule 6 to the BASA.
  • Declaration: The written notice dated 4 December 2024 issued by the first and second plaintiffs and Amphora Finance Limited (as the 'Suppliers') to the defendants was valid and issued pursuant to the terms and requirements of Schedule 6 of the BASA.