Les & Zelda Investments Pty Ltd (as trustee for Les & Zelda Family Trust) v Whitehaven Coal Limited (No 4)

[2026] NSWSC 107

Supreme Court of NSW

View on CaseLaw

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Contract
2. › Implied terms
3. › Terms implied in law
4. › Implied duty to cooperate
5. › Whether breach of duty to cooperate by failing to expend funds on contractual projects
6. › Whether breach caused loss
1. Contract
2. › Implied terms
3. › Terms implied in fact
4. › Implied duty of good faith
5. › Whether duty of good faith should be implied in complex commercial contracts
6. › BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266
1. Contract
2. › Implied terms
3. › Terms implied in fact
4. › Implied duty to use reasonable endeavours
5. › Whether term necessary to give business efficacy
6. › Whether inconsistent with express terms
7. › Whether term would impose obligation to exercise power not held
8. › BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266
9. › Codelfa Construction Pty Ltd v State Rail Authority of NSW (1982) 149 CLR 337
1. Contract
2. › Construction and interpretation
3. › Objective theory of contract
4. › Construction of share purchase agreement and restriction deed
5. › Whether pre-contractual representations form part of contractual matrix
6. › Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104

Quick Take

In loss of opportunity claims arising from breach of an implied duty to cooperate, the facilitation principle does not relieve a plaintiff of the burden of proving the prospects that the valuable opportunity would have been realised; unreasoned probability estimates from years prior are insufficient to discharge that burden.