Jackson Nominees P/L v Hanson Building Products P/L

[2006] QCA 126

Queensland Court of Appeal

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Construction and interpretation
3. › Implied terms
4. › Terms implied by law
5. › Duty to do all things necessary to enable other party to have benefit of contract
6. › Scope of duty
7. › Whether duty requires party to continue business operations
8. › Whether sale of business without preserving carrier's contract constitutes breach
1. Contract
2. › Construction and interpretation
3. › Implied terms
4. › Duty of co-operation
5. › Scope of duty
6. › Whether applicable where performance does not require joint co-operation
7. › Whether duty extends to maintaining state of affairs upon which contract depends
1. Contract
2. › Construction and interpretation
3. › Implied terms
4. › Terms implied in fact
5. › BP Refinery test
6. › Business efficacy
7. › Whether term requiring continuation of business necessary for business efficacy
1. Contract
2. › Construction and interpretation
3. › Implied terms
4. › Distinction between terms implied in fact and terms implied by law
5. › Whether implied duty to enable benefit of contract extends beyond express obligations

Quick Take

The implied duty to do all things necessary to enable the other party to have the benefit of a contract does not extend to requiring a party to continue operating a business, or to sell a business on terms that preserve the other party's contractual position, where the contract contains no express guarantee of minimum work or continuity of operations. The 'benefit' of the contract for the purpose of the implied duty is defined by the obligations actually undertaken in the contract, not by the commercial expectations of the parties. A carrier's agreement that gives exclusive carrying rights but no minimum work guarantee does not prevent the principal from selling the business without ensuring the purchaser assumes the carrier's obligations.