The Court held that a bank's contractual power to close accounts 'to comply with regulatory and compliance obligations or to manage associated risk' (clause 20(5)) does not require the bank to first form a 'reasonable opinion of necessity' that closure is required, distinguishing this from a separate clause requiring the bank to 'reasonably consider it necessary' (clause 20(4)). The obligation to act 'fairly and reasonably towards' the customer when closing without notice was construed as requiring both procedural and substantive fairness, importing an element of objective assessment and rational honest belief (applying Merciful Group v Suncorp Bank), but not requiring prior notice of reasons, an opportunity to respond, or proof that specific ML/TF risks had been substantiated at the individual customer level. On the facts, the interlocutory injunction was refused because the plaintiffs failed to establish a serious question to be tried that Westpac breached its contract, given the evidence that the closure decision was made to manage ML/TF risk associated with regulatory obligations, the customer's refusal to provide requested due diligence information, and the customer's prior invitation to terminate the relationship.
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