Sanmik Food Pvt Ltd v Alfa Laval Australia Pty Ltd [2025] NSWCA 7

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Sanmik Food Pvt Ltd v Alfa Laval Australia Pty Ltd [2025] NSWCA 7 Hearing dates: 9 December 2024 Decision date: 10 February 2025 Before: Adamson JA at [1]; McHugh JA at [108]; Griffiths AJA at [144] Decision: Appeal dismissed with costs. Catchwords: CONTRACTS — construction — where parties entered into initial agreement for sale of two coconut milk production plants — where two parts of a plant were delivered — where initial agreement was terminated by deed of settlement and a new supply of two plants was to be provided — whether "new supply" meant a supply that was independent of the supply under the initial contract — whether vendor could rely on delivery of parts under initial agreement in part satisfaction of its obligations under settlement documents CONTRACTS — construction — construction of release clause in deed of settlement — application of Grant v John Grant & Sons Proprietary Limited (1954) 91 CLR 112; [1954] HCA 23 — where parties agreed they had "no further obligations" in respect of a primary contract for sale of two coconut milk production plants — where vendor released seller from "all Claims and actions arising from or in connection with" settled matters — where title to plants under initial agreement did not pass to purchaser until full purchase price was paid — whether release clause extinguished vendor's claim to title to the plants in circumstances where full purchase price was not paid under initial agreement Cases Cited: Burness v Hill [2019] VSCA 94 Codelfa Construction Proprietary Limited v State Rail Authority of New South Wales (1982) 149 CLR 337; [1982] HCA 24 Donau Pty Ltd v ASC AWD Shipbuilder Pty Ltd (2019) 101 NSWLR 679; [2019] NSWCA 185 Grant v John Grant & Sons Proprietary Limited (1954) 91 CLR 112; [1954] HCA 23 Hobbs v Petersham Transport Co Pty Ltd (1971) 124 CLR 220; [1971] HCA 26 Jireh International Pty Ltd t/as Gloria Jean's Coffee v Western Exports Services Inc [2011] NSWCA 137 Lend Lease Real Estate Investments Ltd v GPT RE Ltd [2006] NSWCA 207 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Protheroe v Protheroe [2023] NSWCA 328 Reid v Commonwealth Bank of Australia (2022) 109 NSWLR 149; [2022] NSWCA 134 Sanmik Food Pvt Ltd v Alfa Laval Australia Pty Ltd; Alfa Laval Australia Pty Ltd v Sanmik Food Pvt Ltd [2024] NSWSC 698 The Commonwealth v Amann Aviation Pty Limited (1991) 174 CLR 64; [1991] HCA 54 Torrens Aloha Pty Ltd v Citibank NA (1997) 72 FCR 581 Texts Cited: P Herzfeld and T Prince, Interpretation (3rd ed, 2024, Lawbook Co) Category: Principal judgment Parties: Sanmik Food Pvt Ltd (First Appellant) Sanmik Natural Food Pty Ltd (Second Appellant) Alfa Laval Australia Pty Ltd (Respondent) Representation: Counsel: D R Sulan SC / R Jameson (Appellants) S A Lawrance SC (Respondent)