Westfield Management Limited as Trustee for the Westart Trust v AMP Capital Property Nominees Limited as Nominee of Unisuper Limited in its Capacity as Trustee of the Complying Superannuation Fund Known as Unisuper...

Westfield Management Limited as Trustee for the Westart Trust (Westfield) and AMP Capital Property Nominees Limited as Nominee of Unisuper Limited in its Capacity as Trustee of the Complying Superannuation Fund Known as Unisuper (AMP) were the parties before the High Court of Australia. The dispute concerned the interpretation of a deed of covenant and indemnity (the Deed) entered into between the parties, which contained provisions relating to the management and operation of a shopping centre. Westfield sought to recover from AMP certain costs and expenses it had incurred in relation to the shopping centre, which it contended were recoverable under the Deed. AMP disputed Westfield's entitlement to recover these costs.

The central legal issue before the High Court was the proper construction of clause 11.1 of the Deed, which dealt with the apportionment of costs and expenses between the parties. Specifically, the Court had to determine whether the costs and expenses claimed by Westfield fell within the scope of clause 11.1 and, if so, whether AMP was liable to contribute to them. This involved an analysis of the language of the clause, the context in which it was drafted, and the overall purpose of the Deed.

The High Court, by majority, held that clause 11.1 of the Deed did not operate to make AMP liable for the costs and expenses claimed by Westfield. The Court reasoned that the language of clause 11.1, when read in its proper context, did not extend to the specific types of costs and expenses that Westfield sought to recover. The majority emphasised the importance of giving effect to the plain and ordinary meaning of the contractual language, and that there was no basis to imply a broader meaning or to depart from the express terms of the Deed. The Court considered that the Deed, as a whole, did not support the interpretation advanced by Westfield.

Consequently, the High Court dismissed Westfield's appeal and affirmed the decision of the primary judge.