Recce Pharmaceuticals Ltd v Brown

Recce Pharmaceuticals Ltd sued Brown in the Supreme Court of Western Australia. The dispute centred on the interpretation of terms and conditions attached to performance shares granted to Brown. The core issue was whether the master's interpretation of these terms was correct. The appeal hinged on the objective meaning of the terms and whether extrinsic evidence could be considered in their construction.

The court examined the established principles of construing commercial instruments, emphasizing that the focus should be on the objective meaning of the words used, considering the context and purpose of the transaction. The court reviewed previous cases to illustrate the accepted approach to construction, highlighting that the text should be interpreted by what a reasonable person in the parties' position would understand. The court also noted that while the text is usually interpreted alone, extrinsic evidence can be considered if it aids in understanding the instrument's purpose or if the text is ambiguous.

The court found that the master's interpretation of the terms and conditions was correct. The court held that the master was not in error for considering extrinsic materials, as such evidence can assist in interpreting the instrument, particularly in understanding the commercial purpose or objects of the contract. The court concluded that the master's approach was consistent with established principles and that the interpretation of the terms was appropriately determined.

The court upheld the master's decision, affirming that the terms and conditions were correctly interpreted. The appeal was dismissed, and no orders were made beyond affirming the master's findings.