Zaps Transport (Aust) Pty Ltd v PJG Warehousing and Distribution Pty Ltd

Zaps Transport (Aust) Pty Ltd (the appellant) and PJG Warehousing and Distribution Pty Ltd (the respondent) were parties to a contract for the sale of a business. The dispute concerned the appellant's entitlement to interest on the outstanding contract price, which the respondent argued was forfeited due to the appellant's alleged default in making certain adjustments. The appellant also contended that the respondent had breached the contract by failing to provide certain assistance, and that the evidence of causation and loss was insufficient. The matter came before the Court of Appeal of New South Wales.

The primary legal issues before the Court of Appeal were whether the appellant was in default under the contract by failing to make the specified adjustments, thereby forfeiting its right to interest on the outstanding purchase price. Additionally, the Court had to determine whether the respondent had breached its contractual obligations to provide assistance, and if so, whether such assistance was contingent on a request from the appellant. The sufficiency of the evidence regarding causation and loss for any alleged breaches was also a key consideration. Finally, the Court addressed whether a new argument could be raised for the first time on appeal.

The Court of Appeal found that the appellant was not in default under the contract. It reasoned that the obligation to make adjustments was not a condition precedent to the entitlement to interest, and that the respondent had not established that the appellant's conduct amounted to a breach of contract. Regarding the respondent's obligation to assist, the Court held that this obligation did not require unilateral action in the absence of a request from the appellant. The Court also found that the evidence of causation and loss was sufficient. The Court dismissed the appeal, ordering the appellants to pay the respondents' costs.