Ferngrove Pharmaceuticals Australia Pty Ltd v HLW Investments Pty Ltd [2020] NSWSC 1137

Ferngrove Pharmaceuticals Australia Pty Ltd v HLW Investments Pty Ltd [2020] NSWSC 1137

The contract in question identified HLW as the 'Customer' and 'Applicant', and Lu and He as guarantors, without ambiguity or mention that HLW contracted only as agent. The contract was wholly in writing and its clear terms cannot be displaced or contradicted by post-contractual conduct. Therefore, HLW is liable to Ferngrove under the contract, and Lu and He are liable as guarantors.

Parties
Plaintiff: Ferngrove Pharmaceuticals Australia Pty Ltd; First Defendant: HLW Investments Pty Ltd; Second Defendant: Yanxia Lu; Third Defendant: Yinghan He
Jurisdiction
Australia
Judgment Date
26 August 2020
Procedural Posture
Civil / Judgment After Final Hearing
Outcome
Judgment for the plaintiff
Legal Topics
Sale of Goods, Guarantee and Indemnity, Agency, Construction of Contracts
Contract Law Agency Law Sale of Goods Guarantee and Indemnity Agency Construction of Contracts

Case Brief

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Parties

Ferngrove Pharmaceuticals Australia Pty Ltd

Plaintiff

HLW Investments Pty Ltd

First Defendant

Yanxia Lu

Second Defendant

Yinghan He

Third Defendant

Procedural Posture

Civil / Judgment After Final Hearing

Legal Issues

  1. 1 Whether HLW Investments Pty Ltd entered the contract as agent for Slaite and not in its own capacity
  2. 2 Whether the second and third defendants (Lu and He) only guaranteed HLW's obligations as agent
  3. 3 Whether post-contractual conduct is admissible to construe or alter the contract's parties and terms

Ratio Decidendi

The contract in question identified HLW as the 'Customer' and 'Applicant', and Lu and He as guarantors, without ambiguity or mention that HLW contracted only as agent. The contract was wholly in writing and its clear terms cannot be displaced or contradicted by post-contractual conduct. Therefore, HLW is liable to Ferngrove under the contract, and Lu and He are liable as guarantors.

Court Disposition

Judgment for the plaintiff

Orders

  • Plaintiff entitled to judgment against all defendants for the amount claimed, plus interest at Court rates.
  • Plaintiff entitled to costs of proceedings, subject to any contrary argument to be dealt with on the papers.