IW & CA Price Constructions Pty Ltd v Australian Building Insurance Services Pty Ltd & Ors

IW & CA Price Constructions Pty Ltd sued Australian Building Insurance Services Pty Ltd and others, following the sale of the defendants' business. The defendants claimed that the plaintiff breached implied duties to cooperate, to act in good faith, and to account by disparaging the business to a major client, resulting in the client temporarily ceasing to allocate work. They also claimed damages for loss of profits and diminution of goodwill.

The legal issues were whether the duties of cooperation, good faith, and accounting were implied into the contract of sale, whether the plaintiff breached those duties, and if so, whether those breaches caused the damages claimed. The court examined the terms of the contract, the conduct of the plaintiff, and the causation of the claimed damages.

The court found that the duties of cooperation, good faith, and accounting were not implied into the contract of sale. It concluded that the plaintiff did not breach any such duties, and therefore, there were no damages for loss of profits or diminution of goodwill. The court ordered that the plaintiff owed the defendants certain sums for unpaid purchase price, work in progress, and damages for loss of profits from the November 2013 storm events, but not for the diminution of goodwill.

The court will hear the parties on costs and the form of the orders. The amount owing to the plaintiff under the contract is $550,000 plus interest from 1 February 2014. The amount owing to ABIS for work in progress is $382,180.27 plus interest from 1 January 2014. The amount of the diminution of goodwill is not payable. The court will also consider the form of the orders and the costs.