Mineralogy Pty Ltd v Sino Iron Pty Ltd (No 6) [2015] FCA 825

FEDERAL COURT OF AUSTRALIA

Mineralogy Pty Ltd v Sino Iron Pty Ltd (No 6) [2015] FCA 825 Citation: Mineralogy Pty Ltd v Sino Iron Pty Ltd (No 6) [2015] FCA 825

Parties: MINERALOGY PTY LTD ACN 010 582 680 v SINO IRON PTY LTD ACN 058 429 708, KOREAN STEEL PTY LTD ACN 058 429 600, CITIC PACIFIC LTD and CITIC PACIFIC MINING MANAGEMENT PTY LTD ACN 119 578 371; SINO IRON PTY LTD ACN 058 429 708 and KOREAN STEEL PTY LTD ACN 058 429 600; MINERALOGY PTY LTD ACN 010 582 680; ATTORNEY GENERAL FOR WESTERN AUSTRALIA

File number: WAD 110 of 2013

Judge: EDELMAN J

Date of judgment: 14 August 2015

Catchwords: ADMINISTRATIVE LAW – power of private parties to create rights inconsistent with legislative and regulatory regimes: [397]-[410] CONTRACTS – implied term of good faith – test for implication of terms – meaning and content of good faith – difference between normative guiding principles and contractual obligations – circumstances in which implication can be made – whether any scope for implication in this case: [993]-[1037] CONTRACTS – admissibility of subsequent communications between the parties for interpretation of contracts – when subsequent communications are admissible for the purpose of determining whether parties intended to be bound by the contract – relevance of subsequent communications: [716]-[749] CONTRACTS – alleged variation by subsequent contracts of contractual terms contained in formal deed – where subsequent contracts are not in the form of a deed – where subsequent contracts do not refer expressly to the term allegedly being varied – importance of context and nature of variation – where term being varied is, at best, ambiguous EQUITY – declarations and injunctions – need for proper form – improperly formulated declarations and injunctions that are abstract and not referable to concrete facts: [1043]-[1056] EQUITY – relief against forfeiture – whether relief against forfeiture is available for termination of contractual rights – whether a proprietary right is required before relief will be granted – relationship between relief against forfeiture and implied restrictions upon the exercise of a contractual discretion: [978]-[992] EQUITY – penalties – whether obligation requiring vacation of possession following termination of agreement is a penalty – meaning of a primary stipulation – meaning of a failure of a primary stipulation – when clause operates as security for primary stipulation – need for clause to be susceptible to assessment in money terms – need for detriment to be inordinate, extravagant, or oppressive: [469]-[492] ESTOPPEL – estoppel by convention – requirements for an estoppel by convention – whether estoppel by convention can apply to future rights and future conduct – test for causation and connecting links: [756]-[794] PRACTICE AND PROCEDURE – joinder of necessary parties – failure by Mineralogy to join a directly interested party, the State of Western Australia, as a party to the proceedings: [941]-[970] CONTRACTS – waiver of breaches of contract – conduct which amounts to a waiver – whether requiring breach to be remedied a month before the issue is scheduled to be determined by a court amounts to a waiver: [936]-[940]