BP Australia Pty Limited v Nyran Pty Limited

In the case of BP Australia Pty Limited v Nyran Pty Limited, BP, the appellant, sought to challenge the court's interpretation of certain clauses in a contract with Gull, the respondent. The dispute centred on the admissibility and relevance of extrinsic evidence in interpreting the contract, specifically the Retail Supply Framework Agreement (RFSA). Gull contended that the contract was not ambiguous and that the extrinsic evidence BP sought to introduce was inadmissible because it did not align with the way BP had presented its case.

The primary legal issue the court had to decide was whether the RFSA was ambiguous, and if so, whether the extrinsic evidence BP wished to introduce was admissible under the principles set out in Codelfa Construction Pty Ltd v State Rail Authority of NSW. The court needed to determine if the contract language was plain or ambiguous, and if ambiguous, whether the extrinsic evidence reflected the parties' mutual understanding of the agreed terms. The court also needed to consider whether BP's reliance on extrinsic evidence was consistent with the manner in which it had presented its case, particularly after abandoning a part of its case mid-trial.

The court, after examining the contract and the submissions from both parties, concluded that the RFSA was not ambiguous. The court found that the contract language was plain and clear, particularly with respect to clauses 14 and 24, which governed the pricing. The court further held that even if the contract was ambiguous, the extrinsic evidence BP wished to rely on was inadmissible. This was because BP had not consistently adhered to the manner in which it initially presented its case and had later attempted to introduce evidence that went beyond establishing the parties' mutual understanding of the terms.

Ultimately, the court dismissed BP's appeal and cross-appeal, affirming the primary judge's decision on the admissibility of extrinsic evidence. The court set aside certain declarations and orders related to the contract interpretation, and directed that BP pay the respondent's costs of the appeal, except for those related to the specific ground of appeal concerning the contract interpretation.