Alumina and Bauxite Company Ltd v Queensland Alumina Ltd [2024] FCAFC 142

Alumina and Bauxite Company Ltd v Queensland Alumina Ltd [2024] FCAFC 142

The delivery of alumina from QAL to ABC after 20 March 2022 would, on the balance of probabilities, have contravened Australian autonomous sanctions concerning Russia, as such supply would ultimately (directly or indirectly) be for the benefit of Russia. The construction of the relevant contractual and statutory provisions adopted at first instance was correct, and the contractual defences of supervening illegality and force majeure were available on these facts. The appeal is therefore dismissed.

Parties
First Appellant: Alumina and Bauxite Company Ltd; Second Appellant: Rusal Limited; Third Appellant: JSC Rusal; First Respondent: Queensland Alumina Ltd; Second Respondent: RTA Holdco Australia 5 Pty Ltd; Third Respondent: Rio Tinto Aluminium (Holdings) Limited; Fourth Respondent: Rio Tinto Limited; Fifth Respondent: Rio Tinto Plc; Sixth Respondent: Rio Tinto Aluminium Limited
Jurisdiction
Australia
Judgment Date
08 November 2024
Procedural Posture
Appeal / Appeal From Federal Court – Full Court Judgment
Outcome
Appeal dismissed
Legal Topics
Statutory Interpretation, Sanctions Law, Contractual Construction, Supervening Illegality, Force Majeure
Commercial Law International Law Contract Law Statutory Interpretation Sanctions Law Contractual Construction Supervening Illegality Force Majeure

Case Brief

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Parties

Alumina and Bauxite Company Ltd

First Appellant

Rusal Limited

Second Appellant

JSC Rusal

Third Appellant

Queensland Alumina Ltd

First Respondent

RTA Holdco Australia 5 Pty Ltd

Second Respondent

Rio Tinto Aluminium (Holdings) Limited

Third Respondent

Rio Tinto Limited

Fourth Respondent

Rio Tinto Plc

Fifth Respondent

Rio Tinto Aluminium Limited

Sixth Respondent

Procedural Posture

Appeal / Appeal From Federal Court – Full Court Judgment

Legal Issues

  1. 1 Whether continued supply of alumina would contravene Australian autonomous sanctions imposed on Russia and certain persons; whether the primary judge erred in his findings as to construction and application of the sanctions; whether clauses of the Participants Agreement (including 'step-in' arrangements) were triggered; whether contractual defences of supervening illegality and force majeure applied.

Ratio Decidendi

The delivery of alumina from QAL to ABC after 20 March 2022 would, on the balance of probabilities, have contravened Australian autonomous sanctions concerning Russia, as such supply would ultimately (directly or indirectly) be for the benefit of Russia. The construction of the relevant contractual and statutory provisions adopted at first instance was correct, and the contractual defences of supervening illegality and force majeure were available on these facts. The appeal is therefore dismissed.

Court Disposition

Appeal dismissed

Orders

  • The appeal be dismissed.
  • The appellants pay the respondents' costs of the appeal, as agreed or taxed.