Batterham v QSR Ltd

The case of *Batterham v QSR Ltd* involved an appeal to the High Court of Australia concerning the jurisdiction of the Industrial Relations Commission of New South Wales. The dispute arose when Mr Peter Batterham, a promoter and director of QSR Limited, sought to have an option deed declared unfair, harsh, unconscionable, and contrary to public interest, and to have it varied. QSR Limited was the corporate vehicle established to acquire KFC stores in New South Wales. The option deed, which provided Mr Batterham with an option to acquire shares in QSR, was granted as part of his remuneration for work performed as a promoter and director.

The central legal issues before the High Court were whether the Industrial Relations Commission had jurisdiction to declare the option deed void or to vary it under section 106(1) of the *Industrial Relations Act 1996* (NSW), and whether this constituted a contract or arrangement for the performance of work in an industry. Additionally, the Court considered whether a writ of prohibition lay to restrain the Commission from exercising jurisdiction, particularly in light of a privative provision in the Act and the Commission's status as a superior court of record. The relevance of the work performed predating the option deed was also a point of contention.

The High Court, in its joint reasons, upheld the approach taken by Spigelman CJ in the Court of Appeal. The Court reasoned that the Industrial Relations Commission possessed the initial jurisdiction to determine its own competence. It found that the option deed could be construed as an arrangement for the performance of work, thereby falling within the Commission's purview under section 106(1) of the *Industrial Relations Act 1996* (NSW). The Court also determined that the application for prohibition was premature, as there was no certainty that the Commission would act in excess of its jurisdiction. The privative provision was considered in conjunction with the Commission's specialist subject-matter jurisdiction, and the Court emphasised the importance of allowing the Commission to proceed with its hearing.

The appeal was dismissed, with costs awarded to the respondent. The High Court confirmed that the hearing in the Commission should proceed, thereby upholding the appeal in relation to the jurisdictional question.