Central Coast Council v Norcross Pictorial Calendars Pty Ltd

(2021) 391 ALR 157; [2021] NSWCA 75

NSW Court of Appeal

View on CaseLaw

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Contract
2. › Construction
3. › Interpretation of commercial contracts
4. › Joint venture agreement
5. › Successor clause
6. › Whether 'successor to a party' includes nominee under separate option agreement
7. › Whether clear words required to construe nomination as conferring rights and obligations
1. Contract
2. › Construction
3. › Indemnity clauses
4. › Scope of indemnity
5. › Whether indemnity extends to loss of diminution in value of shares in nominee
6. › Whether words 'loss' and 'in respect of' extend to shareholder's reflective loss
7. › Contra proferentem rule as rule of last resort
1. Contract
2. › Privity
3. › Reflective loss principle
4. › Exception where company has no cause of action
5. › Whether shareholder may recover diminution in value of shares where company cannot sue
6. › Whether prospect of double recovery
1. Contract
2. › Privity
3. › Third party beneficiaries
4. › Whether promisee can recover third party's loss
5. › Linden Gardens principle
6. › Whether accepted as part of Australian law
7. › Whether contemplated that work would be carried out by another

Quick Take

Nominee rights under a joint venture agreement must be expressly conferred, as a nominee under a separate option agreement will not be treated as a 'successor to a party' under a successor clause.