Quality Bakers Australia Pty Limited v ISS Facility Management Pty Ltd

Quality Bakers Australia Pty Limited (Quality Bakers) appealed a decision concerning a contract with ISS Facility Management Pty Ltd (ISS). The dispute centred on the interpretation of clauses within the contract that provided for reimbursement of due diligence costs incurred by ISS, subject to a cap. The appeal was heard by Bell P, Meagher and Leeming JJA in the Court of Appeal of New South Wales.

The primary legal issue before the Court of Appeal was the construction of the contractual provisions relating to the reimbursement of ISS's due diligence costs. Specifically, the court had to determine whether ISS was entitled to be reimbursed for these costs, given the terms and limitations stipulated in the agreement between the parties.

The Court of Appeal considered the plain language of the relevant contractual clauses, which provided for ongoing negotiation and further due diligence following an initial period. The court found that the contract clearly stipulated a capped amount for the reimbursement of due diligence costs. Applying principles of contractual interpretation, the court concluded that ISS was entitled to reimbursement within the specified cap, and that Quality Bakers' arguments to the contrary were not supported by the contractual text.

The appeal was dismissed, and Quality Bakers was ordered to pay ISS's costs.