Baan Australia Pty Ltd v George Weston Foods Ltd [2000] NSWSC 504

Baan Australia Pty Ltd v George Weston Foods Ltd [2000] NSWSC 504

The alleged terms were not implied because they were inconsistent with express provisions including the warranties, Performance Guarantee and qualifications in the SLSA and PSA, were not necessary to give business efficacy, were not so obvious that they went without saying, and in several respects were not capable of clear expression. Questions 3 to 7 were answered no, making an answer to question 8 unnecessary.

Jurisdiction
Australia
Judgment Date
08 June 2000
Procedural Posture
Commercial List Proceedings Concerning Termination of Software Licence, Support and Professional Services Agreements / Separate Determination of Preliminary Legal Questions Pursuant to Part 31 Rule 2 of the Supreme Court Rules
Outcome
Terms not implied; questions 3 to 7 answered no; question 8 answer not required.
Legal Topics
['implied Terms' 'software Licence and Support Agreement' 'professional Services Agreement' 'performance Guarantee' 'entire Agreement Clause' 'misleading or Deceptive Conduct Representations Case']
['contract Law' 'commercial Law' 'trade Practices'] ['implied Terms' 'software Licence and Support Agreement' 'professional Services Agreement' 'performance Guarantee' 'entire Agreement Clause' 'misleading or Deceptive Conduct Representations Case']

Case Brief

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Procedural Posture

Commercial List Proceedings Concerning Termination of Software Licence, Support and Professional Services Agreements / Separate Determination of Preliminary Legal Questions Pursuant to Part 31 Rule 2 of the Supreme Court Rules

Legal Issues

  1. 1 ['Whether the alleged GUI term was a term of the GWF/Baan Agreement or the SLSA.' 'Whether the alleged response time term was a term of the GWF/Baan Agreement or the SLSA.' 'Whether the alleged configuration term was a term of the GWF/Baan Agreement or the SLSA.' 'Whether the alleged sizing term was a term of the GWF/Baan Agreement or the SLSA.' 'Whether the alleged roll out term was a term of the GWF/Baan Agreement or the SLSA.' 'Whether question 8 required answer if questions 3 to 7 were answered no.']

Ratio Decidendi

The alleged terms were not implied because they were inconsistent with express provisions including the warranties, Performance Guarantee and qualifications in the SLSA and PSA, were not necessary to give business efficacy, were not so obvious that they went without saying, and in several respects were not capable of clear expression. Questions 3 to 7 were answered no, making an answer to question 8 unnecessary.

Court Disposition

Terms not implied; questions 3 to 7 answered no; question 8 answer not required.

Orders

  • ['Question 3: NO.' 'Question 4: NO.' 'Question 5: NO.' 'Question 6: NO.' 'Question 7: NO.' 'Question 8: ANSWER NOT REQUIRED.' 'The parties are to file Short Minutes in respect of revocation of the order made for determination of the other questions in List A and all questions in List B, the answers given in the...