White Rock Wind Farm Pty Ltd v Dulhunty

White Rock Wind Farm Pty Ltd (the appellant) appealed to the Court of Appeal of New South Wales against a decision concerning leases it held from various respondents (the lessors). The dispute centred on whether a sub-clause restricting the appellant's ability to deal with its interests under the leases applied to the grant of a licence to a third party for access rights. This sub-clause was located within a broader clause that dealt with the assignment of the leases, which required the lessor's consent.

The Court of Appeal was required to determine two primary legal issues. First, it had to construe the relevant sub-clause to ascertain whether it encompassed the grant of a licence by the appellant to a third party, thereby requiring the lessors' consent. Second, if the sub-clause did apply, the Court had to consider whether the lessors had unreasonably withheld their consent to the proposed licence deed. The context of the leases involved shared rights to use the land and the appellant's prior failure to exercise an option for an access easement, which would have otherwise resolved the access issue.

The Court of Appeal reasoned that the sub-clause, by its plain language and placement within the clause concerning assignment, was intended to apply to any dealing with the appellant's rights and obligations under the leases, including the grant of a licence. The Court held that the appellant was not entitled to grant the proposed licence without the lessors' consent. Consequently, the Court found that the lessors had not unreasonably withheld their consent.

The appeal was dismissed, and the appellant was ordered to pay half of the respondents’ costs of the appeal.