United Group Rail Services Limited v Rail Corporation New South Wales

153 FLR 236; [2009] NSWCA 177

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Certainty of terms
3. › Agreement to negotiate
4. › Obligation to undertake genuine and good faith negotiations
5. › Dispute resolution clause in commercial contract
6. › Whether obligation had sufficient certainty to be valid and enforceable
7. › Content and meaning of 'genuine and good faith negotiations'
1. Contract
2. › Certainty of terms
3. › Severance
4. › Dispute resolution clause
5. › Mediation clause void for uncertainty
6. › Whether arbitration clause severable from void mediation clause
7. › Intention of parties gathered from instrument as a whole
1. Contract
2. › Good faith
3. › Express obligation of good faith in dispute resolution clause
4. › Distinction between negotiation of new agreement and resolution of disputes under existing contract
5. › Whether good faith obligation requires advancement of other party's interests

Quick Take

An express contractual obligation to undertake 'genuine and good faith negotiations' in a dispute resolution clause of a commercial contract is enforceable, connoting honest and genuine negotiation with fidelity to the existing bargain, and does not require a party to advance the interests of the other party.