Cirrus Real Time Processing Systems Pty Ltd v Jet Aviation Australia Pty Ltd [2023] NSWCA 280

Cirrus Real Time Processing Systems Pty Ltd v Jet Aviation Australia Pty Ltd [2023] NSWCA 280

Where the parties have, by formal Contract Change Proposals, altered the contract to include or reference price tables and explanatory notes calculated only by applying a fixed 'Base Date Index Value' (i.e., value as at 1 January 2018), the contract—construed as varied—must be read as fixing the 'Base Date Index Value' to that date for the duration of the contract's price adjustment mechanism.

Parties
Appellant: Cirrus Real Time Processing Systems Pty Ltd; Respondent: Jet Aviation Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
24 November 2023
Procedural Posture
Appeal / Judgment on Appeal From First Instance (equity – Commercial List, Nswsc)
Outcome
Appeal allowed
Legal Topics
Contract Interpretation, Contractual Variation, Commercial Contracts, Price Adjustment Mechanisms
Contract Contract Interpretation Contractual Variation Commercial Contracts Price Adjustment Mechanisms

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Parties

Cirrus Real Time Processing Systems Pty Ltd

Appellant

Jet Aviation Australia Pty Ltd

Respondent

Procedural Posture

Appeal / Judgment on Appeal From First Instance (equity – Commercial List, Nswsc)

Legal Issues

  1. 1 Proper construction of 'Base Date Index Value' within a contractual price adjustment formula
  2. 2 Effect of contract variations or change proposals on construction of original contract terms

Ratio Decidendi

Where the parties have, by formal Contract Change Proposals, altered the contract to include or reference price tables and explanatory notes calculated only by applying a fixed 'Base Date Index Value' (i.e., value as at 1 January 2018), the contract—construed as varied—must be read as fixing the 'Base Date Index Value' to that date for the duration of the contract's price adjustment mechanism.

Court Disposition

Appeal allowed

Orders

  • Appeal allowed.
  • Orders of Ball J made on 5 May 2023 set aside and in lieu thereof: (a) Declaration that on the proper construction of clause 1.1 of Annex E to Attachment B of the contract (B300 Services Support Contract – ACOTS2) the 'Base Date Index Value' is the index value for the quarter containing 1 January 2018 for...