PACE v IRELAND, LIVINGSTONE v IRELAND [1993] NSWCA 203

PACE v IRELAND, LIVINGSTONE v IRELAND [1993] NSWCA 203

Upon proper construction of the deeds, once the primary obligation of the Lessees to repay advances to the banks ceased with termination by deregulation, so too did the obligation to indemnify the respondents for repayments demanded by the banks thereafter; CL15 was construed to end both the repayment and indemnity obligations, as the liabilities did not arise prior to the termination in the relevant sense.

Parties
Appellant: Francis George Pace; Appellant: Ian Hunter Livingstone; Appellant: Alimfresh Pty Ltd; Appellant: Ringal Valley Pty Ltd; Appellant: Dianna Elizabeth Pace; Respondent: Colin Leo Ireland; Respondent: CL Ireland Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
10 September 1993
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
Appeals allowed
Legal Topics
Interpretation of Deeds, Indemnity Clauses, Effect of Statutory Deregulation, Termination of Lease Agreements
Contract Law Interpretation of Deeds Indemnity Clauses Effect of Statutory Deregulation Termination of Lease Agreements

Case Brief

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Parties

Francis George Pace

Appellant

Ian Hunter Livingstone

Appellant

Alimfresh Pty Ltd

Appellant

Ringal Valley Pty Ltd

Appellant

Dianna Elizabeth Pace

Appellant

Colin Leo Ireland

Respondent

CL Ireland Holdings Pty Ltd

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether indemnity obligations under CL2(ii) of the deeds survived after the termination of the agreements by deregulation under CL15.
  2. 2 Whether liabilities 'arising prior to the date of termination' includes obligations to indemnify for repayments demanded after termination.

Ratio Decidendi

Upon proper construction of the deeds, once the primary obligation of the Lessees to repay advances to the banks ceased with termination by deregulation, so too did the obligation to indemnify the respondents for repayments demanded by the banks thereafter; CL15 was construed to end both the repayment and indemnity obligations, as the liabilities did not arise prior to the termination in the relevant sense.

Court Disposition

Appeals allowed

Orders

  • Judgment for the respondents and declarations on the cross-claims set aside.
  • In lieu, declarations and orders substantially as claimed by appellants to be made.