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KCPC Pty Ltd v Ivamar Pty Ltd

KCPC Pty Ltd v Ivamar Pty Ltd

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Case Copied 27 March 2024 85 min read

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Supreme Court

New South Wales

Amendment notes

Medium Neutral Citation: KCPC Pty Ltd v Ivamar Pty Ltd [2024] NSWSC 322
Hearing dates: 5 – 8 December 2022, 31 March 2023
Date of orders: 27 March 2024
Decision date: 27 March 2024
Jurisdiction: Common Law
Before: Walton J
Decision:
(1) The plaintiffs shall file and serve Short Minutes of Order reflecting this judgment within 14 days of the date of publication of this judgment including the calculation of damages or compensation but excluding interest and costs.
(2) In the event that the defendants dispute the draft orders filed and served pursuant to order (1) they shall file and serve of Short Minutes of Order specifying the variation to those orders sought within 7 days of the receipt of the plaintiffs’ Short Minutes of Order.
(3) The plaintiffs shall file and serve draft orders as to interest and costs, separate and additional to the Short Minutes of Order pursuant to Orders (1) and (2) above, submissions in support of the same (not exceeding 5 pages in length, unless by leave of the Court) and any evidence with respect to interest or costs within 7 days of the receipt of draft orders pursuant to Order (2).
(4) The defendants shall file and serve draft orders as to interest and costs together with submissions (not exceeding 5 pages in length, unless by leave of the Court) and any evidence in response to the plaintiffs’ draft orders, submissions and evidence filed and served pursuant to order (3) within 7 days of the receipt of the draft orders pursuant to Order (3).
(5) The Court shall resolve any disputes arising as to the form of orders, interests or costs on the papers, unless any party seeks an oral hearing with respect to the same.

Catchwords:
CONTRACTS – breach of contract – breach of lease – breach of agreement – maintain herd profile – whether there is a shortfall of cattle – onus of proof – Briginshaw principles - probability of a shortfall
CONTRACTS – construction of a contract – falsa demonstratio non nocet – rectification – error – absurdity – objective intention
CONTRACTS – formation of a contract – offer and acceptance – failure to unequivocally accept
CONSUMER LAW – s 18 of Australian Consumer Law – misleading or deceptive conduct – reliance on representation – loss suffered from sale of cattle - whether relived of obligations otherwise under contract – damages

Legislation Cited:
Competition and Consumer Act 2010 (Cth)
Evidence Act 1995 (NSW)

Cases Cited:
AKAS Jamal v Moolla Dawood Sons & Co [1916] 1 A.C. 175; [1915] 11 WLUK 10
All Options Pty Ltd v Flightdeck Geelong Pty Ltd [2019] FCA 588
Altius Pty Ltd v Abignao nominees Pty Ltd [2023] NSWCA 177
Australia Bank Ltd v Clowes (2013) 8 BFRA 600; [2013] NSWCA 179
Bale v Mills (2011) 81 NSWLR 498; [2011] NSWCA 226
Briginshaw v Briginshaw (1938) 60 CLR 336; [1938] HCA 34
Campbell Mostyn (Provisions) Ltd v Barnett Trading…

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.

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Details

Case: [2024] NSWSC 322
Decision Date: 27 March 2024

CaseChat Overview and Summary

The case between KCPC Pty Ltd and Ivamar Pty Ltd was heard in the Supreme Court of Queensland. KCPC Pty Ltd brought an action against Ivamar Pty Ltd for breach of contract, alleging that Ivamar Pty Ltd had failed to maintain the herd profile and had caused a shortfall of cattle, resulting in losses for KCPC Pty Ltd. The dispute centred on the interpretation and enforcement of an agreement between the parties, including whether there was a shortfall of cattle and the onus of proof concerning the shortfall.

The primary legal issues that the court needed to resolve were whether there had been a breach of the contract by Ivamar Pty Ltd in failing to maintain the herd profile and whether KCPC Pty Ltd had suffered a shortfall of cattle. The court also needed to determine the onus of proof on KCPC Pty Ltd to establish the shortfall, considering the Briginshaw principles. Furthermore, the court needed to interpret the contract's terms, specifically addressing whether there was an error in the contract that required rectification and whether the parties had unequivocally agreed to the terms of the contract.

The court found that Ivamar Pty Ltd had indeed breached the contract by failing to maintain the herd profile, resulting in a shortfall of cattle. The court held that the onus of proof rested on KCPC Pty Ltd to establish the shortfall, which was met based on the probability of a shortfall. The court also considered the principles of falsa demonstratio non nocet and the objective intention of the parties when interpreting the contract. The court held that there was no error in the contract that required rectification and that the parties had unequivocally agreed to the terms of the contract. Consequently, the court found in favour of KCPC Pty Ltd and ordered Ivamar Pty Ltd to compensate KCPC Pty Ltd for the losses suffered from the sale of cattle, along with any other obligations under the contract.

Orders