A clause in a joint venture agreement providing that a party's liability to complete works 'shall not exceed' a specified amount limits the party's financial exposure, not the authority of its officers to undertake works. Bond moneys advanced by a superannuation fund through a joint venture vehicle and recorded as inter-company loans are not held on Quistclose trust where the funds were not segregated and no trust was contemplated at the time of advance. A non-party to a contractual release cannot take the benefit of that release absent a specific argument as to how the benefit extends to them.
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