Portland Marketing (International) Pty Ltd v Wulff and Ors (No.2)

Portland Marketing (International) Pty Ltd (the plaintiff) brought proceedings against Mr. Wulff and others (the defendants) concerning alleged breaches of contract and copyright. The dispute arose from an agreement for the plaintiff to market and sell certain products, and the subsequent actions of the defendants in allegedly terminating this agreement and infringing copyright.

The court was required to determine several key legal issues. These included whether a binding contract had been formed, given the alleged uncertainty of essential terms; whether a term requiring reasonable notice for termination should be implied into the agreement; and whether the parties were bound by an implied term of good faith. Additionally, the court considered whether the doctrine of promissory estoppel applied, requiring clarity in any representations made. The court also examined the tort of inducing breach of contract and the nature of copyright assignment, specifically whether it included the right to sue for antecedent breaches and the availability of aggravated damages.

In its reasoning, the court found that the agreement lacked the necessary certainty in its essential terms to constitute a binding contract. Consequently, it held that no implied term for reasonable notice of termination or for good faith could arise. The court also determined that the representations relied upon for promissory estoppel were not sufficiently clear. Regarding copyright, the court ruled that the assignment of copyright included the assignor's right to sue for antecedent breaches, treating this as a distinct chose in action. The court further found that aggravated damages were available in this context.