Harris Daishowa (Australia) Pty Limited v Duncan's Holdings Limited

This matter came before the High Court of Australia on an application for special leave to appeal. The applicant, Harris Daishowa (Australia) Pty Limited, sought leave to appeal against a decision of the Court of Appeal. The respondent was Duncan's Holdings Limited. The dispute concerned the interpretation of a contract for the sale of goods, specifically relating to provisions for future price changes and the effect of an arbitration clause.

The legal issues before the High Court were twofold. Firstly, whether the Court of Appeal had erred in holding that an express contractual term requiring parties to agree on future price changes, coupled with an arbitration clause, did not negate the implication of a reasonable price under the Sale of Goods Act. Secondly, the applicant argued that the Court of Appeal was bound by, or ought to have followed, its own previous decision in *Eric J Hart v Dermide*, which the applicant contended was relevantly in point.

The applicant's primary argument was that the Court of Appeal's interpretation of the contract was flawed. It was submitted that the presence of an express term requiring agreement on future prices, and an arbitration clause to resolve any resulting "differences," meant that the Sale of Goods Act's implication of a reasonable price was displaced. The applicant contrasted this with the case of *Whitlock v Brew*, which the Court of Appeal had distinguished, arguing that *Whitlock v Brew* was, in fact, relevantly similar on the point of principle. The applicant contended that the Court of Appeal's approach to the construction of such contracts was a cardinal error.