Zaps Transport (Aust) Pty Ltd v PJG Warehousing & Distribution Pty Ltd [2016] NSWCA 97

Procedural Posture

Civil Appeal Concerning a Contract for Sale of Business, Contractual Interest, and Cross Claim for Breach of Contract / Appeal to the Supreme Court of New South Wales Court of Appeal From a District Court of New South Wales Decision Dated 29 May 2015

Legal Issues

1. 1 ['Whether the vendors were entitled to contractual interest under special condition 9 on the amount awarded as the balance of the contract price.' 'Whether the appellants could raise for the first time on appeal an argument that the vendors were in default by failing accurately to adjust for employee entitlements.' 'Whether further evidence concerning a settlement sheet and email should be admitted on appeal.' 'Whether special condition 16 required Mr Gooding to assist the purchaser absent a request from the purchaser.' 'Whether special condition 16 was breached.' 'If special condition 16 was breached, whether Zaps Transport proved causation and loss.']

Ratio Decidendi

The appeal failed because the appellants were not permitted to raise for the first time on appeal the contention that the vendors' alleged failure to adjust for employee entitlements enlivened the default exception in special condition 9, and no special grounds justified admitting further evidence on that issue. In any event, the relevant default in special condition 9 was a default referable to completion, not an alleged breach of special condition 16. Properly construed, special condition 16 obliged Mr Gooding to take reasonable steps to assist the purchaser with training, goodwill and introductions as and when requested by the purchaser, not to act unilaterally absent a request. No...

Court Disposition

Appeal dismissed with costs.

Orders

• ['Appeal dismissed.' "The appellants are to pay the respondents' costs of the appeal."]