Fields Group Pty Ltd v Wilson Security Pty Ltd - [2019] NSWSC 475

Supreme Court

New South Wales

Amendment notes

Medium Neutral Citation: Fields Group Pty Ltd v Wilson Security Pty Ltd [2019] NSWSC 475
Hearing dates: 25, 26, 27 March; 2 April 2019; further written submissions ending 15 April 2019
Date of orders: 30 April 2019
Decision date: 30 April 2019
Jurisdiction: Equity - Commercial List
Before: Parker J
Decision:
1. The Plaintiff’s claim for damages is dismissed.
2. The Defendant/Cross-Claimant is entitled to judgment against the Plaintiff for the amount of its unpaid invoices.

Catchwords:
CONTRACTS – construction – partly written and partly oral contracts – plaintiff entered into a head contract with the Commonwealth for the provision of security services at various Commonwealth sites – plaintiff entered into subcontract with the defendant to supply additional security guards for the purpose of carrying out the head contract – where defendant made an oral commitment to provide other security work to the plaintiff on certain terms – scope and nature of commitment.
EQUITY – equitable set-off – whether defendant’s claim against the plaintiff for an amount owing for unpaid invoices is impeached by the plaintiff’s claim against the defendant for an alleged failure to supply work hours.
Cases Cited: Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99; [1973] HCA 36
County Securities Pty Limited v Challenger Group Holdings Pty Limited [2008] NSWCA 193
Hawes v Dean [2014] NSWCA 380
J Evans & Son (Portsmouth) Ltd v Andrea Merzario Ltd [1976] 1 WLR 1078
Lym International Pty Ltd v Marcolongo (2011) 15 BPR 29,465; [2011] NSWCA 303
Texts Cited: Australian Law Reform Commission, Essentially Yours: The Protection of Human Genetic Information in Australia, (May 2003), chapter 36
Category: Principal judgment
Parties: Fields Group Pty Ltd (Plaintiff)
Wilson Security Pty Ltd (Defendant)
Representation:
Counsel:
L Chan/P Berg (Plaintiff)
JC Conde (Defendant)
Solicitors:
Aubrey Brown Lawyers (Plaintiff)
Cornwalls (Defendant)

File Number(s): 2017/301860
Publication restriction: Nil

Judgment

Fields Group Pty Ltd (“FG”) and Wilson Security Pty Ltd (“WS”) are both in the business of supplying security guards and other security services on a contract basis. These proceedings arise out of commercial arrangements between the two companies under which each was to subcontract the provision of security services to the other.
FG’s headquarters are at Wamberal on the NSW Central Coast. Between 2015 and 2017, which is the period of time relevant for the purposes of this judgment, FG had about 120 security guards on its payroll. The security business of WS is much bigger than that of FG. WS employs 7,000 security guards providing security services at sites all over Australia.
The impetus for the arrangements between the parties came from the Commonwealth Government’s Indigenous Procurement Policy. This provides for preferential treatment, in the allocation of Commonwealth contracts, of what are described as “Indigenous Enterprises”. An “Indigenous Enterprise” is defined under the policy as one owned, as to fifty per cent or more, by persons who are “Indigenous”.
It was common ground before me that FG is an “Indigenous…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Fields Group Pty Ltd v Wilson Security Pty Ltd

Details

AGLC: Fields Group Pty Ltd v Wilson Security Pty Ltd [2019] NSWSC 475
Case: [2019] NSWSC 475
Decision Date: 30 April 2019

CaseChat Overview and Summary

Fields Group Pty Ltd brought an action against Wilson Security Pty Ltd in the Federal Court of Australia. Fields Group, a security services company, had entered into a head contract with the Commonwealth for the provision of security services at various sites. To fulfil this contract, Fields Group entered into a subcontract with Wilson Security, who were to supply additional security guards. The dispute arose out of an oral agreement between the parties, whereby Wilson Security promised to provide further work to Fields Group on certain terms. Fields Group alleged that Wilson Security failed to provide the promised work hours, while Wilson Security claimed that Fields Group had not paid invoices for services rendered. The court was tasked with determining the scope and nature of the oral agreement, and whether Wilson Security’s claim for unpaid invoices was offset by Fields Group’s claim for failure to supply work hours.

The court considered whether the oral agreement was sufficiently certain to be enforceable, and if so, whether Wilson Security had breached it. The court also had to consider whether Fields Group’s claim for failure to supply work hours could be used to offset Wilson Security’s claim for unpaid invoices. In determining these issues, the court considered the nature of the relationship between the parties, the terms of the written subcontract, and the surrounding circumstances of the agreement. The court found that the oral agreement was sufficiently certain to be enforceable, and that Wilson Security had breached it by failing to provide the promised work hours. The court also found that Fields Group’s claim for failure to supply work hours could be used to offset Wilson Security’s claim for unpaid invoices.

The Federal Court held that Wilson Security’s claim for unpaid invoices was reduced by the amount owing to Fields Group for failure to supply work hours. The court found that the oral agreement was binding and enforceable, and that Wilson Security had breached it by failing to provide the promised work hours. The court also found that Fields Group’s claim for failure to supply work hours could be used to offset Wilson Security’s claim for unpaid invoices. The court ordered that Wilson Security pay Fields Group the reduced amount owing for unpaid invoices, taking into account the set-off for failure to supply work hours. The court did not award any further damages to either party.

Orders