Famestock Pty Ltd v The Body Corporate for No 9 Port Douglas Road

[2013] QCA 354

Queensland Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Implied terms
3. › Duty to cooperate
4. › Scope of duty where party seeking cooperation is itself in breach
5. › Whether duty requires innocent party to assist breaching party to remedy its own breach
1. Contract
2. › Implied terms
3. › Duty to cooperate
4. › Whether duty is continuing obligation
5. › Distinction between facilitating performance at commencement and remedying breach during performance
1. Real Property
2. › Strata and community titles
3. › Management and control
4. › Body corporate committee
5. › Ultra vires acts of committee
6. › Whether unauthorised termination notices by committee attributable to body corporate
7. › Whether committee's conduct constitutes repudiation
8. › Body Corporate and Community Management Act 1997 (Qld), ss 92, 201
9. › Body Corporate and Community Management (Accommodation Module) Regulation 1997 (Qld), ss 24, 84
1. Agency
2. › Disclosed principal
3. › Scope of authority
4. › Actual, implied and apparent authority
5. › Whether ultra vires acts of agent attributable to principal
6. › Whether organic theory of corporate attribution applies where statute prescribes distribution of decision-making power

Quick Take

The implied duty to cooperate does not require a party to assist the other party in remedying the latter's own breach of the agreement, including by providing favourable communications to regulatory authorities. Ultra vires acts of a body corporate committee cannot be attributed to the body corporate for the purpose of establishing repudiation where the governing statute prescribes the distribution of decision-making power and the other party knew or should have known the committee lacked authority.