Durban Roodepoort Deep, Limited v Newshore Nominees Pty Ltd

[2005] WASCA 231

Western Australia Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Contract for services
3. › Quantum of remuneration
4. › Implied term for reasonable remuneration
5. › Sufficiency of evidence to prove quantum
6. › Whether court may estimate remuneration where claimant's evidence rejected as unreliable
1. Damages
2. › Proof of quantum
3. › Certainty in assessment
4. › Distinction between cases where precise evidence unobtainable and cases where plaintiff fails to adduce available evidence
5. › Whether mere difficulty relieves court from estimating damages
1. Agency
2. › Apparent authority
3. › Representation by principal to third party
4. › Whether conduct of agent alone sufficient
5. › Whether appointment to position constitutes holding out of usual authority
6. › Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480
1. Corporations
2. › Registered foreign companies
3. › Assumptions in dealings with company
4. › Whether ss 128 and 129 of Corporations Law apply to foreign registered companies
5. › Corporations Law 1990 (Cth), ss 9, 128, 129

Quick Take

Where a claimant's evidence on quantum of reasonable remuneration is rejected as unreliable, and the only alternative basis for estimation is itself found to be systemically unreliable, the court cannot estimate damages and must dismiss the claim for want of evidence. Sections 128 and 129 of the Corporations Law (assumptions about authority in dealings with a company) do not apply to registered foreign companies, as the definition of 'company' in s 9 only includes foreign registered companies for the purposes of Ch 2K (registration of charges). A finding of apparent authority requires identification of conduct by the principal (not merely the agent) representing to the third party that the agent had authority.