Centennial Coal Company Ltd v Xstrata Coal Pty Ltd [2009] NSWSC 788

Centennial Coal Company Ltd v Xstrata Coal Pty Ltd [2009] NSWSC 788

The obligation to use all reasonable endeavours under clause 8.6(b) subsists until novation and transfer are achieved or the NCIG arrangements are excluded; clause 8.6(c) continues to operate in the meantime. Plaintiffs have not discharged their ongoing obligations, and the court should not make a negative declaration precluding claims where the subject matter is inadequately defined and contingent.

Parties
First Plaintiff: Centennial Coal Company Ltd; Second Plaintiff: Centennial Hunter Pty Ltd; First Defendant: Xstrata Coal Pty Ltd; Second Defendant: Xstrata Mangoola Pty Ltd
Jurisdiction
Australia
Judgment Date
11 August 2009
Procedural Posture
Commercial List Proceeding (equity Division) / Judgment After Hearing (final, First Instance)
Outcome
Summons dismissed with costs.
Legal Topics
Obligation to Use "all Reasonable Endeavours", Novation and Transfer of Contractual Rights, Share Transfer Subject to Pre Emptive Rights, Declaratory Relief, Interpretation of Limitation Clauses, Ongoing Contractual Obligations
Contract Commercial Obligation to Use "all Reasonable Endeavours" Novation and Transfer of Contractual Rights Share Transfer Subject to Pre Emptive Rights Declaratory Relief Interpretation of Limitation Clauses Ongoing Contractual Obligations

Case Brief

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Parties

Centennial Coal Company Ltd

First Plaintiff

Centennial Hunter Pty Ltd

Second Plaintiff

Xstrata Coal Pty Ltd

First Defendant

Xstrata Mangoola Pty Ltd

Second Defendant

Procedural Posture

Commercial List Proceeding (equity Division) / Judgment After Hearing (final, First Instance)

Legal Issues

  1. 1 Whether the obligation to use "all reasonable endeavours" to transfer shares and contractual rights was satisfied
  2. 2 Whether obligations under clauses 8.6(a), (b) and (c) of the Anvil Hill Asset Sale Deed were discharged
  3. 3 Whether a negative declaration should be made precluding claims by the defendants for alleged breaches of obligations under the deed

Ratio Decidendi

The obligation to use all reasonable endeavours under clause 8.6(b) subsists until novation and transfer are achieved or the NCIG arrangements are excluded; clause 8.6(c) continues to operate in the meantime. Plaintiffs have not discharged their ongoing obligations, and the court should not make a negative declaration precluding claims where the subject matter is inadequately defined and contingent.

Court Disposition

Summons dismissed with costs.

Orders

  • Order that the summons be dismissed, with costs.