Armour Energy Limited v AEGP Australia Pty Ltd

The case of Armour Energy Limited v AEGP Australia Pty Ltd concerned a dispute between Armour Energy Limited and AEGP Australia Pty Ltd regarding the sale of a 75 per cent interest in certain petroleum exploration permits and permit applications. The primary issue before the court was whether the conditions precedent to the agreement had been satisfied, particularly those relating to the execution of a deed of assignment and assumption by relevant native title parties. The court had to determine whether the proceedings were properly constituted to involve the construction of the native title agreements and whether the sale agreement required the signatures of all relevant native title parties to the deed of assignment and assumption. Alternatively, the court examined whether the native title parties had agreed to a novation of the native title agreements, such that execution by the Northern Land Council of the deed was sufficient to fulfil the relevant condition precedent.

The court approached the matter by examining the language of the relevant contracts and the native title agreements. It considered the objectives and principles outlined in the agreements, particularly focusing on the clauses dealing with assignment and the roles of the native title parties. The court held that the Tripartite Deeds with regard to certain exploration permits contained an additional subclause in clause 14 that dealt with assignment, which provided that the Native Title Applicants could assign their rights and obligations to a registered native title body corporate. The court concluded that this clause indicated that the signatures of all relevant native title parties were not necessarily required for the assignment to be valid, as the Northern Land Council could act on behalf of the native title parties. Consequently, the court ruled that the condition precedent was satisfied by the execution of the deed by the Northern Land Council, and the Farm-Out Agreement entered into on 11 September 2015 should be specifically performed.

In summary, the court found that the condition precedent relating to the execution of the deed of assignment and assumption had been satisfied, as the Northern Land Council could act on behalf of the native title parties. This determination led to the conclusion that the Farm-Out Agreement should be specifically performed.