The Court held that a fixed salary of $200,000 per annum under a services agreement forming part of a share purchase agreement was the entire remuneration for all hours worked, including weekends and public holidays, where clause 5 expressly provided that compensation for work outside usual business hours and reasonable additional hours was 'provided for as part of your remuneration' and clause 6.4(a) precluded additional benefits unless agreed with the company. The Court refused to imply a term for overtime payment at award-based loadings, finding it would contradict the express terms of clauses 5 and 6.4(a), was not necessary for business efficacy, and could not be ascertained from the parties' agreement, particularly where the plaintiff was the vendor of the business with earn-out incentives and had voluntarily worked the hours without complaint or claim during his employment.
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