Cirrus Real Time Processing Systems Pty Limited v Hawker Pacific Pty Ltd [2024] FCA 763

Federal Court of Australia

Cirrus Real Time Processing Systems Pty Limited v Hawker Pacific Pty Ltd [2024] FCA 763 File number: NSD 1889 of 2019

Judgment of: KENNETT J

Date of judgment: 12 July 2024

Catchwords: CONTRACTS – formation – where parties engaged in negotiations – where respondents "committed" to subcontract the applicant if successful tenderer for work from New Zealand Defence Force – where respondents ultimately subcontracted a third party to perform relevant work – whether parties reached consensus on terms of subcontract – whether alleged contract uncertain as mere agreement to agree – whether parties intended to be legally bound CONTRACTS – interpretation – rectification by construction – where most likely that typographical error made during drafting process – where document not absurd – whether contract should be corrected by construction CONTRACTS – interpretation – meaning of "engage" – where applicant's construction commercially unreasonable and onerous CONTRACTS – implied terms – where alleged implied terms would impose duties to ensure the subcontracting of the applicant – where alleged implied terms would impose duties that would unreasonably restrict the respondents' commercial liberty – where alleged implied terms not so obvious they go without saying – whether alleged terms were implied ESTOPPEL – estoppel by convention – where alleged assumption is about future conduct, not state of affairs – where alleged estoppel would convert non-contractual representation into binding promise – whether respondents estopped from denying the existence of a contract

Legislation: Competition and Consumer Act 2010 (Cth), ss 4, 82, 131, Sch 2 (Australian Consumer Law) ss 18, 236 Judiciary Act 1903 (Cth) s 39B