Ross Human Directions v Chubb Security Holdings [2009] NSWSC 38

New South Wales Supreme Court

CITATION : Ross Human Directions v Chubb Security Holdings [2009] NSWSC 38

HEARING DATE(S) : 25 & 27 November 2008

JUDGMENT DATE : 13 February 2009

JURISDICTION : Equity

JUDGMENT OF : Smart AJ at 1

DECISION : See paras 62 and 63

CATCHWORDS : Construction of unique Personnel Agreement - no value as precedent

CATEGORY : Principal judgment

CASES CITED : Jones v Dunkel Payne v Parker [1976] 1 NSWLR 191

FILE NUMBER(S) : SC 2342/2007

COUNSEL : K Richardson (P) M Elliott (D)

SOLICITORS : Watson Mangioni (P) Mallesons Stephen Jaques (D)

- IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION

SMART AJ

Friday, 13 February, 2009

2342/2007: ROSS HUMAN DIRECTIONS LIMITED ("ROSS") v CHUBB SECURITY HOLDINGS AUSTRALIA LIMITED ("CHUBB") JUDGMENT 1 Ross and Chubb entered a Personnel Agreement dated 30 September 2002 under which Ross was to provide temporary labour and permanent personnel services to Chubb, that is, people to discharge temporary labour requirements and to select and recommend people suitable for permanent appointment. Ross ran a large recruitment of personnel business and Chubb had extensive requirements for temporary and permanent personnel. Under that agreement Ross was entitled to be paid for the services it provided but was obliged to pay rebates to Chubb. 2 The 2002 Agreement was varied by letter dated 1 April 2004 from Ross to Chubb but there is a dispute as to the terms and effect of the variations. By its summons filed 19 April 2007 Ross sought: (i) a declaration that it was a term of the agreement (as varied) that Ross was not liable to pay rebates unless and until Chubb incurred $5.2m in Invoice Charges per year ("Benchmark Invoice Value") (ii) a declaration that Chubb has breached cl 5.1 of the Agreement (as varied) by failing to pay Ross within 30 days of the invoice date for fees calculated in accordance with the Agreement (as varied) (iii) alternatively a declaration that Chubb is estopped by its conduct from asserting that Ross was liable to pay rebates if Chubb did not incur $5.2m in Invoice Charges.