Hancock Prospecting Pty Ltd v Wright Prospecting Pty Ltd

(2012) 45 WAR 29; [2012] WASCA 216

Western Australia Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Construction of partnership agreements
3. › Codelfa 'true rule' of contractual interpretation
4. › Meaning of ambiguity
5. › Whether regard may be had to surrounding circumstances
6. › Whether subsequent conduct admissible
1. Contract
2. › Partnership agreement
3. › Contractual right to call for transfer of partnership property
4. › Whether exercise of right contravened prohibitions on transfer
5. › Nature of partner's interest in partnership property
6. › Proprietary effect of contract for transfer conditional on third party consent
1. Contract
2. › Illegality
3. › Breach of statutory prohibition
4. › Whether breach rendered partnership agreement void
5. › Conditional prohibition requiring ministerial consent
6. › Mining Act 1904 (WA), s 276
7. › Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972 (WA)
1. Contract
2. › Abandonment
3. › Scope of doctrine
4. › Whether necessary to demonstrate implied agreement to abandon contract
5. › Whether conduct inconsistent with continued existence of contract

Quick Take

A contractual right to call for the transfer of partnership property does not itself contravene a prohibition on transferring or disposing of the property without consent; the prohibition operates on the actual transfer, not on the agreement conferring the right. Where statutory prohibitions on transfer are conditional (requiring consent rather than imposing an absolute bar), equity may intervene to grant relief even if the underlying contract is illegal, provided the relief is moulded to protect third party interests. The doctrine of abandonment requires evidence of conduct inconsistent with the continued existence of the contract; dealing with assets consistently with the contract's terms negates abandonment.