Impact Healthcare Pty Ltd v St Vincent's Private Hospitals Ltd

Impact Healthcare Pty Ltd sought a declaration from the Court that St Vincent's Private Hospitals Ltd could not terminate an agreement for professional services provided by Impact to manage and operate the hospital's emergency department on the giving of reasonable notice. The dispute arose due to the absence of an express termination clause for notice without cause in the agreement. Both parties agreed on the principles governing the admissibility of extrinsic evidence to interpret the contract but disagreed on whether specific extrinsic evidence was admissible. The court had to determine if the agreement contained an implied term allowing termination by the hospital on reasonable notice, either by law or by fact.

The court found that the agreement was a commercial contract with no set end date and contained no express terms allowing the hospital to terminate on reasonable notice. The hospital argued that an implied term permitting termination on reasonable notice existed due to the nature of the contract, while Impact argued against such implication. The court concluded that the nature of the contract, which relied on trust, confidence, and personal relations, supported the implication of a term allowing termination on reasonable notice. Therefore, the court declared that there was an implied term in the agreement permitting the hospital to terminate on reasonable notice.

The court ordered that a declaration would be made regarding the proper construction of the agreement, indicating that there was an implied term allowing termination on reasonable notice. The form of the declaration and the costs would be determined after submissions from the parties.