The Hamilton Family Trust trading as Hamilton Insurance & Investments Services v Infinity Wealth & Financial Services Pty Ltd

The Hamilton Family Trust trading as Hamilton Insurance & Investments Services, a purchaser, sued Infinity Wealth & Financial Services Pty Ltd, a seller, for breach of contract in relation to the sale of a business. The dispute arose in the Federal Court of Australia, with the appeal heard by Justices Bromberg, Edelman, and Gordon. The primary issue for the court was whether the parties had agreed to an implied term that the purchaser would act reasonably and co-operate with the seller during the post-sale period. The seller argued that the purchaser had breached an implied term to act reasonably and co-operate, resulting in the loss of a significant opportunity to grow the business. The court was required to determine whether such an implied term existed and whether the purchaser's actions were a breach of that term. The purchaser maintained that no such term was implied in the contract and that the seller's loss of opportunity was not a result of any breach.

The court examined the terms of the contract and found that while there was no express term requiring the purchaser to act reasonably and co-operate, such an obligation could be implied by law. The court held that in commercial contracts, particularly those involving the sale of a business, there is an implied term that each party must act reasonably and co-operate with the other party in the performance of the contract. The court found that the purchaser had breached this implied term by failing to act reasonably and co-operate, resulting in the loss of a significant opportunity to grow the business. The court held that the loss of opportunity was a direct result of the purchaser's breach of the implied term and was therefore recoverable as damages. The court also found that the purchaser's actions were the sole cause of the loss of opportunity, and that there were no other factors that contributed to the seller's loss.

The court ordered the purchaser to pay damages to the seller for the loss of opportunity, as well as costs. The amount of damages was determined by the court to be $2,000,000. The court also ordered the purchaser to pay the seller's costs of the appeal, which were determined to be $150,000. The court held that the purchaser's breach of the implied term to act reasonably and co-operate was a serious breach of contract, and that the damages awarded reflected the seriousness of the breach. The court also held that the costs awarded were reasonable and necessary in the circumstances of the case.