Downer Engineering Power Pty Ltd v P & H Minepro Australasia Pty Ltd

The dispute in *Downer Engineering Power Pty Ltd v P & H Minepro Australasia Pty Ltd* concerned the adjustment of a purchase price following the sale of a business, specifically relating to the interpretation and operation of a clause concerning work in progress. The matter came before the Court of Appeal of New South Wales.

The central legal issues before the Court of Appeal were whether a disagreement regarding the construction and operation of the work in progress clause was itself a matter to be referred to a Valuer, as stipulated in the contract, and what the effect was of neither party referring such a disagreement to the Valuer.

The Court of Appeal determined that the dispute over the construction and operation of the clause was not a matter for the Valuer, but rather a question of contractual interpretation for the court. The court reasoned that the Valuer's role was to determine the value of work in progress, not to interpret the contractual provisions governing that valuation. Consequently, the court found that the parties' failure to refer the disagreement to the Valuer did not preclude the court from determining the dispute. The appeal was allowed, the orders of the District Court were set aside, and judgment was entered for the plaintiff. The defendant's cross-claim was dismissed, and orders were made regarding costs and the repayment of a sum with interest.