Pharmacy Platform Pty Ltd v Millichamp - [2025] NSWCA 213

Court of Appeal

Supreme Court

New South Wales

Medium Neutral Citation: Pharmacy Platform Pty Ltd v Millichamp [2025] NSWCA 213
Hearing dates: 9 May 2025
Date of orders: 18 September 2025
Decision date: 18 September 2025
Before: Kirk JA at [1];
McHugh JA at [2];
Price AJA at [108]
Decision:
(1) Grant leave to appeal.
(2) Dismiss the appeal with costs.

Catchwords:
CONTRACT — Deed of release — Construction — Whether right to employment bonus released by deed

Legislation Cited:
Corporations Act 2001 (Cth)

Cases Cited:
Calderbank v Calderbank [1976] Fam 93
Grant v John Grant & Sons Ltd (1954) 91 CLR 112; [1954] HCA 23
OneSteel Manufacturing Pty Limited v BlueScope Steel (AIS) Pty Limited (2013) 85 NSWLR 1; [2013] NSWCA 27
Reid v Commonwealth Bank of Australia (2022) 109 NSWLR 149; [2022] NSWCA 134
Wardman v Macquarie Bank Ltd [2023] FCAFC 13; (2023) 322 IR 278
Redbubble Ltd v Hells Angels Motorcycle Corporation (Australia) Pty Ltd (2024) 303 FCR 100; [2024] FCAFC 15
R v Young (1999) 46 NSWLR 681; [1999] NSWCCA 166

Texts Cited:
P Herzfeld and T Prince, Interpretation (3rd ed, Lawbook Co, 2024)

Category: Principal judgment
Parties: Pharmacy Platform Pty Ltd (Applicant)
Roger Millichamp (Respondent)
Representation:
Counsel:
PD Herzfeld SC; E Bathurst (Applicant)
DJ Williams KC (Respondent)
Solicitors:
Arnold Bloch Leibler (Applicant)
MIA Contract Lawyers (Respondent)

File Number(s): 2024/00392619
Publication restriction: Nil.
Decision under appeal

Court or tribunal:

Supreme Court

Jurisdiction:

Common Law

Citation:

[2024] NSWSC 1236

Date of Decision:

2 October 2024

Before:

Rothman J

File Number(s):

2022/378299

HEADNOTE

[This headnote is not to be read as part of the judgment]

The respondent, Mr Millichamp, was employed by Apotex Pty Ltd (Apotex) and later by the applicant (Pharmacy Platform). Under his contract of employment with Pharmacy Platform (Pharmacy Platform Employment Agreement), Mr Millichamp was entitled to a long term incentive bonus (LTI). As a result of a transaction that was completed on 14 December 2021, Apotex and Pharmacy Platform became related bodies corporate. That transaction triggered Mr Millichamp’s right to be paid the LTI.

After his employment with Apotex ended in June 2020, Mr Millichamp commenced proceedings against Apotex and Apotex Inc. (the other parties to the Pharmacy Platform Employment Agreement) claiming unpaid employment entitlements. On 23 December 2021, Mr Millichamp’s solicitor sent Apotex and Apotex Inc.’s solicitors an offer invoking the principles in Calderbank v Calderbank [1976] Fam 93. Apotex and Apotex Inc. accepted that offer on 19 January 2022. On 16 March 2022, the parties recorded their agreement in a deed of settlement (the Deed). The Deed contained mutual releases. Relevantly, cl 4.1 of the Deed provided as follows.

“4.1 Mr Millichamp releases and forever discharges the Company, Apotex Inc., the Group Companies and all officers, employees and agents of the Company, Apotex Inc. and of the Group Companies from all present and future claims, whether known or unknown, and however arising (including in contract, in…

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.

Continue reading Pharmacy Platform Pty Ltd v Millichamp

Details

AGLC: Pharmacy Platform Pty Ltd v Millichamp [2025] NSWCA 213
Case: [2025] NSWCA 213
Decision Date: 18 September 2025

CaseChat Overview and Summary

Pharmacy Platform Pty Ltd (the appellant) appealed to the Court of Appeal of the Supreme Court of New South Wales against a decision of the primary judge concerning a deed of release. The dispute centred on whether the appellant's right to an employment bonus was released by the deed.

The Court of Appeal was required to determine the proper construction of the deed of release and, in particular, whether the language used in the deed encompassed the release of the appellant's claim for the employment bonus.

The Court analysed the terms of the deed of release, applying principles of contractual construction. It considered the ordinary meaning of the words used and the context in which the deed was entered into. The Court found that the deed clearly and unambiguously released the appellant's claim for the employment bonus.

Leave to appeal was granted, but the appeal was dismissed with costs.

Orders

Orders of the court

(1) Grant leave to appeal.

(2) Dismiss the appeal with costs.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

Medium Neutral Citation:	Pharmacy Platform Pty Ltd v Millichamp [2025] NSWCA 213
Hearing dates:	9 May 2025
Date of orders:	18 September 2025
Decision date:	18 September 2025
Before:	Kirk JA at [1]; McHugh JA at [2]; Price AJA at [108]
Decision:	(1) Grant leave to appeal. (2) Dismiss the appeal with costs.
Catchwords:	CONTRACT — Deed of release — Construction — Whether right to employment bonus released by deed
Legislation Cited:	Corporations Act 2001 (Cth)
Cases Cited:	Calderbank v Calderbank [1976] Fam 93 Grant v John Grant & Sons Ltd (1954) 91 CLR 112; [1954] HCA 23 OneSteel Manufacturing Pty Limited v BlueScope Steel (AIS) Pty Limited (2013) 85 NSWLR 1; [2013] NSWCA 27 Reid v Commonwealth Bank of Australia (2022) 109 NSWLR 149; [2022] NSWCA 134 Wardman v Macquarie Bank Ltd [2023] FCAFC 13; (2023) 322 IR 278 Redbubble Ltd v Hells Angels Motorcycle Corporation (Australia) Pty Ltd (2024) 303 FCR 100; [2024] FCAFC 15 R v Young (1999) 46 NSWLR 681; [1999] NSWCCA 166
Texts Cited:	P Herzfeld and T Prince, Interpretation (3rd ed, Lawbook Co, 2024)
Category:	Principal judgment
Parties:	Pharmacy Platform Pty Ltd (Applicant) Roger Millichamp (Respondent)
Representation:	Counsel: PD Herzfeld SC; E Bathurst (Applicant) DJ Williams KC (Respondent) Solicitors: Arnold Bloch Leibler (Applicant) MIA Contract Lawyers (Respondent)
File Number(s):	2024/00392619
Publication restriction:	Nil.
Decision under appeal	Court or tribunal: Supreme Court Jurisdiction: Common Law Citation: [2024] NSWSC 1236 Date of Decision: 2 October 2024 Before: Rothman J File Number(s): 2022/378299