Jiang v Quach

This matter concerned an appeal from the Supreme Court of New South Wales in a dispute between the appellant, Jiang, and the respondent, Quach. The core of the disagreement involved a claim for damages arising from an alleged breach of contract, specifically concerning the sale of a business.

The High Court was required to determine whether the primary judge had erred in finding that the respondent had breached the contract by failing to disclose certain liabilities of the business to the appellant. A further issue was whether the appellant had waived any such breach, and if not, the appropriate assessment of damages.

The Court considered the principles of contractual interpretation, focusing on the express terms of the sale agreement and the implied duty of good faith and fair dealing in commercial contracts. Their Honours analysed the evidence presented at trial to ascertain whether the respondent's conduct amounted to a breach of the contractual obligations. The assessment of damages involved determining the loss suffered by the appellant as a direct consequence of the alleged breach, taking into account any actions that might constitute a waiver.

Ultimately, the High Court allowed the appeal in part, finding that a breach of contract had occurred but that the appellant had not waived that breach. The matter was remitted to the Supreme Court for a redetermination of the quantum of damages.