Protector Glass Industries Pty Ltd v Southern Cross Autoglass Pty Ltd

Protector Glass Industries Pty Ltd (the vendor) appealed to the Court of Appeal of New South Wales against a decision concerning a contract for the sale and purchase of a business by Southern Cross Autoglass Pty Ltd (the purchaser). The dispute centred on whether the purchaser's conduct amounted to a repudiation of the contract and, if so, whether the vendor had accepted that repudiation.

The Court of Appeal was required to determine two primary legal issues. First, whether the purchaser's conduct constituted a repudiation of the contract for the sale of the business. Second, if a repudiation had occurred, whether the vendor had accepted it. The Court also considered whether the parties had, by their conduct, abandoned the contract.

The Court held that the purchaser's conduct did not amount to a repudiation of the contract. It reasoned that the availability of a justification for the purchaser's actions, even if not relied upon at the time, was irrelevant to the question of whether the conduct itself was repudiatory. Furthermore, the Court found that even if the purchaser's conduct had been repudiatory, the vendor had not accepted that repudiation. Ultimately, the Court concluded that the parties had abandoned their contract.

The Court directed that the parties attempt to agree on the calculation of interest on the two judgment sums and file either agreed short minutes of orders or competing versions with submissions within 14 days.