Victoria v Tatts Group Limited [2016] HCA 5

HIGH COURT OF AUSTRALIA

FRENCH CJ, KIEFEL, BELL, KEANE AND GORDON JJ

STATE OF VICTORIA APPELLANT

AND

TATTS GROUP LIMITED RESPONDENT

Victoria v Tatts Group Limited [2016] HCA 5 2 March 2016 M83/2015

ORDER

1. Appeal allowed with costs.

2. Set aside the orders of the Court of Appeal of the Supreme Court of Victoria made on 4 December 2014 and in their place order that:

(a) the appeal be allowed with costs;

(b) orders 1 and 2 of the orders of Hargrave J made on 27 June 2014 be set aside, and in their place order that the proceeding be dismissed with costs;

(c) the respondent pay the appellant $540,467,887.92 with interest, calculated from 27 June 2014.

On appeal from the Supreme Court of Victoria

Representation

W A Harris QC with R G Craig and K A Loxley for the appellant (instructed by Johnson Winter & Slattery)

N J Young QC with P D Crutchfield QC and N P De Young for the respondent (instructed by Clayton Utz Lawyers)

Notice: This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.

CATCHWORDS

Victoria v Tatts Group Limited

Contract – Construction of terms – Where contract used statutory term "gaming operator's licence" – Where contract provided for payment to respondent if "new gaming operator's licence" issued to person other than respondent – Where statutory scheme amended so gaming operator's licence could no longer be issued – Meaning of "new gaming operator's licence" – Whether payment due.

Contract – Construction of terms – Context and purpose – Where commercial context regulated by statutory regime – Where letter from member of Executive annexed to contract – View of reasonable business people.

Contract – Construction of terms – Whether pre-existing contractual right operated independently of statutory right on same subject matter – Whether pre‑existing contractual right discharged or abrogated by subsequent legislative enactment.