TMA Australia Pty Ltd v Indect Electronics & Distribution GmbH [2015] NSWCA 343

TMA Australia Pty Ltd v Indect Electronics & Distribution GmbH [2015] NSWCA 343

The supply contracts did not contain implied terms requiring Indect to supply parts and support for the lifetime of the systems, as such implication was not necessary for their effective operation and was inconsistent with the distributorship arrangement's nature; the evidence did not establish mutual assumption or promissory conduct sufficient for estoppel; Indect's conduct in withdrawing direct supply and support did not amount to unconscionable conduct within the meaning of the Australian Consumer Law; no breach was established in supplying software with authenticity check or in fitness for purpose.

Parties
First Appellant: TMA Australia Pty Ltd; Second Appellant: TMA Tech Pty Ltd; First Respondent: Indect Electronics & Distribution GmbH; Second Respondent: Indect Pty Ltd
Jurisdiction
Australia
Judgment Date
06 November 2015
Procedural Posture
Appeal / Judgment
Outcome
Appeals dismissed with costs.
Legal Topics
Implied Terms, Construction of Contract, Equitable Estoppel, Conventional Estoppel, Promissory Estoppel, Unconscionable Conduct, Australian Consumer Law, Commercial Relationship
Contract Law Equity Consumer Law Implied Terms Construction of Contract Equitable Estoppel Conventional Estoppel Promissory Estoppel +3 more

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Parties

TMA Australia Pty Ltd

First Appellant

TMA Tech Pty Ltd

Second Appellant

Indect Electronics & Distribution GmbH

First Respondent

Indect Pty Ltd

Second Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether inclusion of authenticity check feature in software breached term of licence duration or fitness for purpose warranty
  2. 2 Whether supply contracts contained implied term that supplier would provide parts and support for lifetime of systems
  3. 3 Whether conduct and statements between parties established estoppel preventing supplier from denying ongoing obligation to supply parts and support

Ratio Decidendi

The supply contracts did not contain implied terms requiring Indect to supply parts and support for the lifetime of the systems, as such implication was not necessary for their effective operation and was inconsistent with the distributorship arrangement's nature; the evidence did not establish mutual assumption or promissory conduct sufficient for estoppel; Indect's conduct in withdrawing direct supply and support did not amount to unconscionable conduct within the meaning of the Australian Consumer Law; no breach was established in supplying software with authenticity check or in fitness for purpose.

Court Disposition

Appeals dismissed with costs.

Orders

  • Appeals 2014/139124 and 2014/139128 dismissed with costs.
  • No orders otherwise discharging the orders pending determination as orders only apply until determination.