Thalanga Copper Mines Pty Ltd v Cromarty Resources Pty Ltd; Cromarty Resources Pty Ltd v Thalanga Copper Mines Pty Ltd [2021] NSWSC 640

Thalanga Copper Mines Pty Ltd v Cromarty Resources Pty Ltd; Cromarty Resources Pty Ltd v Thalanga Copper Mines Pty Ltd [2021] NSWSC 640

Cromarty repudiated its obligations under the Asset Sale Agreement by refusing to pay Royalties as and when due, evincing an intention to perform as and when it suited. Thalanga was entitled to terminate, claim Outstanding Royalties, and loss of bargain damages calculated with reference to Projected Royalties. Time for payment was of the essence after Thalanga demanded strict compliance.

Jurisdiction
Australia
Judgment Date
04 June 2021
Procedural Posture
Equity Commercial List / Principal Judgment
Outcome
Plaintiff succeeds: Defendant repudiated agreement, plaintiff entitled to terminate and recover Outstanding and Projected Royalties.
Legal Topics
['repudiation' 'royalty Calculation' 'termination' 'damages for Breach of Contract']
['contracts' 'mining Law' 'damages'] ['repudiation' 'royalty Calculation' 'termination' 'damages for Breach of Contract']

Case Brief

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Procedural Posture

Equity Commercial List / Principal Judgment

Legal Issues

  1. 1 ['Proper construction of Royalty payment clause under Asset Sale Agreement' 'Whether Cromarty repudiated contract' 'Entitlement to terminate' 'Calculation of loss of bargain damages']

Ratio Decidendi

Cromarty repudiated its obligations under the Asset Sale Agreement by refusing to pay Royalties as and when due, evincing an intention to perform as and when it suited. Thalanga was entitled to terminate, claim Outstanding Royalties, and loss of bargain damages calculated with reference to Projected Royalties. Time for payment was of the essence after Thalanga demanded strict compliance.

Court Disposition

Plaintiff succeeds: Defendant repudiated agreement, plaintiff entitled to terminate and recover Outstanding and Projected Royalties.

Orders

  • ['Declaration that Cromarty repudiated the Asset Sale Agreement and Thalanga validly terminated it on 28 December 2018' 'Orders for payment of Outstanding Royalties of $1,712,944' 'Orders for loss of bargain damages to be assessed by reference to Projected Royalties, calculated as per judgment' 'Parties to confer on...