Nguyen v Northern Sydney Local Health District

[2025] NSWCA 107

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Breach
3. › Repudiation
4. › Whether letters asserting incorrect construction of contract constituted repudiation
5. › Whether party willing to perform on proper construction
6. › DTR Nominees Pty Ltd v Mona Homes Pty Ltd (1978) 138 CLR 423
1. Contract
2. › Agreement to commercialise intellectual property
3. › Reassignment of intellectual property
4. › Conditions precedent to reassignment
5. › Whether proposal satisfied conditions in cl 4.3
6. › Whether payment of costs required upfront
1. Contract
2. › Best endeavours obligation
3. › Obligation to offer further employment
4. › Whether breach of best endeavours obligation entitled plaintiff to more than nominal damages
5. › Whether evidence established that performance would have resulted in offer of employment
1. Damages
2. › Loss of valuable commercial opportunity
3. › Whether chance too remote to be compensable
4. › Whether sufficient evidence of quantum of loss
5. › Sellars v Adelaide Petroleum NL (1994) 179 CLR 332
6. › Malec v JC Hutton Pty Ltd (1990) 169 CLR 638

Quick Take

A party asserting an incorrect construction of a contract while remaining willing to perform on its proper construction does not repudiate the contract, and a claim for loss of a valuable commercial opportunity in respect of early-stage pharmaceutical IP requires admissible evidence of quantum and cannot succeed where the most likely outcome is that the invention would never reach human trials.