Cromarty Resources Pty Ltd v Thalanga Copper Mines Pty Ltd

[2021] NSWCA 284

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Royalty payment obligation
4. › Mining asset sale agreement
5. › Meaning of 'actual sales'
6. › Whether sale occurs when title passes to buyer or when final price determined
7. › Meaning of 'net sales realisation'
8. › Whether after deduction of sales realisation expenses
1. Contract
2. › Termination
3. › Breach of time stipulation for payment
4. › Whether time-for-payment term is essential term or intermediate term
5. › Classification of contractual terms
6. › Whether demand for payment makes time of the essence
7. › Whether repudiatory conduct evincing unwillingness to render substantial performance

Quick Take

Time-for-payment stipulations in long-term royalty obligations are unlikely to be classified as essential terms, and a demand for payment cannot make time of the essence for such obligations; termination must instead be justified by repudiatory conduct.