Wagners Cement Pty Ltd v Boral Resources (Qld) Pty Limited

In the matter of Wagners Cement Pty Ltd v Boral Resources (Qld) Pty Limited, the dispute centred around the interpretation and application of a long-term supply contract, specifically the price adjustment mechanism outlined in Clause 7. The Supplier, Wagners Cement, contested the validity and effectiveness of various notices served by the Purchaser, Boral Resources, under Clause 7.2, which permitted the Purchaser to adjust prices based on market pricing evidence.

The primary legal issues involved the interpretation of Clause 7.2, whether the Supplier's response to an allegedly invalid notice constituted a waiver, the interpretation of Clause 7.6 regarding the resumption of supply during a suspension period, and whether the Purchaser could serve a pricing notice during a suspension period. The court had to determine if the Purchaser's notices were valid under Clause 7.2, if the Supplier's response effectively suspended supply, and whether the Purchaser could resume procurement at a different price during a suspension period.

The court concluded that the Purchaser's notice dated 1 April 2019 was a valid Pricing Notice under Clause 7.2. The court found that the Supplier's notice dated 1 May 2019 was a valid notice electing to suspend supply under Clause 7.4. The court further ruled that the Supplier's notice did not result in an Affected Period as described in Clause 3.4. Additionally, the Purchaser's notice dated 2 October 2019 was held to be a valid Pricing Notice under Clause 7.2.

The court allowed the appeal and cross-appeal, setting aside certain orders made in the Trial Division. The court ordered declarations regarding the invalidity of the 18 March 2019 notice, the validity of the 1 April 2019 and 1 May 2019 notices, and the suspension period commencing 1 May 2019. It also directed that the parties submit written submissions regarding the appropriate orders, including declarations and costs, within 10 business days unless otherwise directed by the Registrar.