Project 28 Pty Ltd (Formerly Narui Gold Coast Pty Ltd) v Barr; Project 28 Pty Ltd (Formerly Narui Gold Coast Pty Ltd) v Tim Barr Pty Ltd [No 2]

Project 28 Pty Ltd (formerly Narui Gold Coast Pty Ltd) appealed to the Court of Appeal of New South Wales against orders made by the primary judge in proceedings against Tim Barr and Tim Barr Pty Ltd. The dispute concerned the proper construction of a settlement agreement and related deeds, which were entered into to resolve earlier litigation concerning a property development. Project 28 sought to enforce certain rights it claimed under these settlement documents, while the Barr respondents contended that Project 28 had no such rights.

The central legal issue before the Court of Appeal was the interpretation of the settlement agreement and associated deeds, specifically whether Project 28 was entitled to a share of the profits from the sale of a property known as "The Sands" and whether it had a right to receive a further payment of $1.5 million. The court was required to determine the meaning of various clauses within these documents, considering the context in which they were made and the intention of the parties at the time of their execution.

The Court of Appeal dismissed both appeals. The court found that the primary judge had correctly interpreted the settlement agreement and deeds. It held that the language of the documents, when read as a whole and in light of the surrounding circumstances, did not confer upon Project 28 the rights it sought to enforce. Specifically, the court concluded that Project 28 was not entitled to a share of the profits from the sale of "The Sands" nor to the $1.5 million payment, as these rights were extinguished or not created by the terms of the settlement. Consequently, the applications by Project 28 and the Barr respondents were both dismissed with costs.