LNC Industries Ltd v BMW (Australia) Ltd

LNC Industries Ltd (the appellant) appealed to the High Court of Australia against a decision of the Full Court of the Supreme Court of New South Wales, which had affirmed a judgment in favour of BMW (Australia) Ltd (the respondent). The dispute concerned the interpretation of a contract for the supply of motor vehicles, specifically whether the respondent was entitled to recover damages for the appellant's repudiation of the agreement. The appellant had argued that the contract was void for uncertainty or, alternatively, that it had been validly terminated.

The High Court was required to determine whether the contract was sufficiently certain to be enforceable, and if so, whether the appellant's conduct constituted a repudiation of the contract. Further, the Court had to consider whether the respondent had accepted the repudiation and was therefore entitled to claim damages for loss of profit on the entire contract.

The Court, by majority, held that the contract was not void for uncertainty. It found that the terms relating to the quantity of vehicles to be supplied were sufficiently ascertainable, even if not precisely fixed at the outset. The majority concluded that the appellant's conduct, in failing to place orders and indicating an unwillingness to be bound by the agreement, amounted to a repudiation of the contract. The respondent's subsequent termination of the contract was therefore a valid acceptance of this repudiation, entitling it to damages for the loss of profit it would have made had the contract been performed.

The appeal was dismissed.