Valmont Interiors Pty Ltd v Giorgio Armani Australia Pty Ltd (No 2) [2021] NSWCA 93

Valmont Interiors Pty Ltd v Giorgio Armani Australia Pty Ltd (No 2) [2021] NSWCA 93

The estoppel that precluded Armani from relying on clause 15 continued to operate in respect of the joinery works after 11 April 2016 because Armani’s communications did not clearly disabuse Valmont of the assumption induced by Armani that Valmont would be paid for supplying the joinery. It was unconscionable for Armani to resist payment after having induced Valmont to act to its detriment by supplying joinery originally to be supplied by Armani. There was insufficient clarity in Armani’s communications to terminate the estoppel, and thus Valmont was entitled to payment for the joinery. Valmont was not responsible for defects in materials supplied by Sun Bright (for which it did not...

Parties
Appellant: Valmont Interiors Pty Ltd; Respondent: Giorgio Armani Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
19 May 2021
Procedural Posture
Civil Appeal / Judgment After Appeal
Outcome
Appeal allowed in part
Legal Topics
Contract Variations, Damages for Defects, Promissory Estoppel, Quantum Meruit, Implied Promise to Pay
Building and Construction Contract Law Equity Contract Variations Damages for Defects Promissory Estoppel Quantum Meruit Implied Promise to Pay

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Parties

Valmont Interiors Pty Ltd

Appellant

Giorgio Armani Australia Pty Ltd

Respondent

Procedural Posture

Civil Appeal / Judgment After Appeal

Legal Issues

  1. 1 Whether the contractor was responsible for defects in materials supplied by a third party
  2. 2 Whether the estoppel precluding reliance by Armani on the contractual waiver and release in clause 15 continued to operate after 11 April 2016 in respect of the supply and installation of joinery by Valmont
  3. 3 Whether the works relating to the joinery constituted 'variations' as defined in the contract

Ratio Decidendi

The estoppel that precluded Armani from relying on clause 15 continued to operate in respect of the joinery works after 11 April 2016 because Armani’s communications did not clearly disabuse Valmont of the assumption induced by Armani that Valmont would be paid for supplying the joinery. It was unconscionable for Armani to resist payment after having induced Valmont to act to its detriment by supplying joinery originally to be supplied by Armani. There was insufficient clarity in Armani’s communications to terminate the estoppel, and thus Valmont was entitled to payment for the joinery. Valmont was not responsible for defects in materials supplied by Sun Bright (for which it did not...

Court Disposition

Appeal allowed in part

Orders

  • Appeal allowed with costs.
  • Set aside the orders of the primary judge and in lieu thereof: judgment for the plaintiff in the amount of $255,493.