Synergy Protection Agency Pty Ltd v North Sydney Leagues' Club Limited [2009] NSWCA 140

New South Wales Court of Appeal

CITATION: Synergy Protection Agency Pty Ltd v North Sydney Leagues' Club Limited [2009] NSWCA 140 This decision has been amended. Please see the end of the judgment for a list of the amendments.

HEARING DATE(S): 23 April 2009

JUDGMENT DATE: 9 June 2009

JUDGMENT OF: Allsop P at 1; Tobias JA at 42; Basten JA at 43

1. Appeal allowed. 2. Set aside the orders made by the Court on 14 May 2008 and, in lieu thereof, order that the summons dated 8 December 2006 be dismissed. DECISION: 3. Remit the matter for hearing to the Commercial List of the Equity Division for the assessment of damages payable to the appellant in respect of the respondent's breach of contract. 4. The respondent pay the appellant's costs of the appeal. 5. The costs of the hearing at first instance be determined by the trial judge on the remitter. 6. The respondent to have a certificate under the Suitors Fund Act 1951 (NSW), if not disentitled under s 6(7).

CATCHWORDS: CONTRACTS - general contractual principles - construction and interpretation of contracts – text and structure of contracts – background material available to be looked at in the absence of ambiguity - what reasonable person in the position of the parties would have understood the agreements to mean – terms and structure of contract not consistent with operation as a standing offer – entitlement to provide services as set out in contractual obligations

Gaming Machines Act 2001 (NSW) Liquor Act 1982 (NSW) LEGISLATION CITED: Liquor Act 2007 (NSW) Registered Clubs Act 1976 (NSW) Security Industry Act 1997 (NSW) Suitors Fund Act 1951 (NSW)