Fields Group Pty Ltd v Wilson Security Pty Ltd

[2019] NSWCA 286

Court of Appeal

Supreme Court

New South Wales

• Summary available

Medium Neutral Citation:	Fields Group Pty Ltd v Wilson Security Pty Ltd [2019] NSWCA 286
Hearing dates:	24 September 2019
Date of orders:	29 November 2019
Decision date:	29 November 2019
Before:	Macfarlan JA at [1]; Payne JA at [34]; Emmett AJA at [35]
Decision:	Appeal dismissed with costs.
Catchwords:	CONTRACTS – construction – scope and nature of commitment – defendant agreed to supply security services to plaintiff for the purpose of enabling the plaintiff to carry out head contract – whether defendant promised to provide plaintiff with the opportunity to do certain other work for it
Category:	Principal judgment
Parties:	Fields Group Pty Ltd (Appellant) Wilson Security Pty Ltd (Respondent)
Representation:	Counsel: L W Chan (Appellant) J A C Potts SC / C Conde (Respondent)   Solicitors: Aubrey Brown Lawyers (Appellant) Cornwalls (Respondent)
File Number(s):	2019/165599
Decision under appeal	Court or tribunal: Supreme Court Jurisdiction: Equity – Commercial List Citation: [2019] NSWSC 475 Date of Decision: 2 April 2019 Before: Parker J File Number(s): 2017/301860

HEADNOTE

[This headnote is not to be read as part of the judgment]

Fields Group (“Fields”), the appellant, is an “Indigenous enterprise” for the purpose of the Commonwealth Government’s Indigenous Procurement Policy. In late 2014 Fields and the Department of Foreign Affairs and Trade (“DFAT”) entered into discussions regarding the provision of security services by Fields to DFAT.

In February 2015 Fields sought expressions of interest from security service suppliers in providing assistance to Fields to fulfil the contract it hoped to enter into with DFAT. On 21 February 2015 Wilson Security Pty Ltd (“Wilson”), the respondent, submitted an expression of interest for such work. On 4 March 2015 Wilson provided a statement of its position on certain matters, including its commitment to make Fields a “Preferred Wilson Security Supplier”. In the litigation that ensued, Wilson contended that this letter, along with the contract between them, defined the extent of the contractual obligations that Wilson assumed to Fields.

On 7 August 2015 Fields submitted a tender to DFAT. This tender referred inter alia to assistance to be provided by Wilson to Fields to enable Fields to fulfil its obligations under the prospective contract with DFAT. Fields’ tender was ultimately successful and on 12 October 2015 it entered into a formal contract with DFAT for the provision of security services. On 5 October 2015 Fields and Wilson entered into a contract for the provision by Wilson of assistance to Fields in fulfilling Fields’ obligations to DFAT.

Subsequently, a dispute arose between the parties when Fields claimed that, contrary to its contractual obligations, Wilson did not make available to it subcontracting work that could be performed by security guards who did not hold Negative Vetting Level 1 (“NV1”) or Negative Vetting Level 2 (“NV2”) security clearances.

In his judgment of 30 April 2019, Parker J rejected Fields’ contention as to the extent of Wilson’s obligation to supply subcontract work to it and therefore dismissed Fields’ claim.

The…