Business and Professional Leasing P/L & Anor v Akuity P/L & Anor

[2008] QCA 215

Queensland Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Multiple contractual instruments forming single transaction
4. › Inconsistency between specific terms in letter and standard form rental agreement
5. › Whether specific terms prevail over inconsistent standard form terms
1. Contract
2. › Construction
3. › Supplying omitted words and correcting errors
4. › Whether court may read words into instrument to avoid absurdity or inconsistency
5. › Fitzgerald v Masters (1956) 95 CLR 420
1. Equity
2. › Rectification
3. › Common mistake
4. › Whether rectification necessary where proper construction achieves same result
1. Contract
2. › Discharge, breach and defences
3. › Repudiation
4. › Whether non-payment of final instalment under 12-month rental agreement constituted repudiation
5. › Whether conduct objectively conveyed disavowal of contract

Quick Take

Where a specific letter of terms and a standard form rental agreement form part of the same transaction, they must be construed together, and the specific terms prevail over inconsistent standard form provisions, making rectification unnecessary. A claim for lost revenue from an activity alleged to be unlawful does not constitute recoverable loss under s 82 of the Trade Practices Act 1974 (Cth); the tortious measure requires assessment of how much worse off the representee is as a result of entering the transaction. A party's conduct in refusing to accept performance and maintaining inconsistent claims may excuse the other party from tendering performance where tender would be futile.