Sanpine Pty Ltd v Koompahtoo Local Aboriginal Land Council

Sanpine Pty Ltd appealed to the Court of Appeal of New South Wales against decisions made by Campbell J in the Supreme Court. The dispute concerned a joint venture agreement for the development of land, where Koompahtoo Local Aboriginal Land Council alleged breaches by Sanpine, leading to termination of the contract.

The primary legal issues before the Court of Appeal were whether Sanpine's conduct amounted to a repudiation of the joint venture agreement, thereby entitling Koompahtoo to terminate, and whether certain breaches were of intermediate terms sufficiently serious to justify termination. The court also considered whether a resolution of the joint venture gave rise to a waiver or estoppel regarding Sanpine's obligations.

The Court of Appeal, by majority, allowed the appeal. The judges applied established principles of contract law regarding repudiation, drawing on High Court authority such as *Shevill v Builders Licensing Board* and *Laurinda Pty Ltd v Capalaba Park Shopping Centre Pty Ltd*. They affirmed that repudiation occurs when a party evinces an intention no longer to be bound by the contract or to fulfil it only in a manner substantially inconsistent with its obligations. The assessment of repudiation is objective, based on how a reasonable person in the position of the innocent party would perceive the conduct. The court found that Sanpine's conduct, viewed objectively, did not demonstrate an intention to be bound only in a manner substantially inconsistent with its obligations, nor did it show an absence of readiness or willingness to perform.

Consequently, the Court of Appeal set aside the previous orders and ordered that the question of repudiation be answered in the negative. The proceedings were remitted for further directions, and Sanpine was ordered to pay Koompahtoo's costs of the appeal.