CSG Limited v Fuji Xerox Australia Pty Ltd [2011] NSWCA 335

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: CSG Limited v Fuji Xerox Australia Pty Ltd [2011] NSWCA 335 Hearing dates: 21 July 2011 Decision date: 04 November 2011 Before: Bathurst CJ at 1 Campbell JA at 2 Sackville AJA at 3 Decision: 1. Grant the applicant (" CSG ") leave to appeal. 2. Direct CSG to file a notice of appeal within 7 days. 3. Direct the parties to file agreed short minutes of order giving effect to this judgment (including any question of costs) within 14 days. 4. If no agreement can be reached, direct: (a) CSG to file and serve within 14 days short minutes of the orders that it says should be made (including on any question of costs), together with brief written submissions (not exceeding four pages) in support of those proposed orders; and (b) the respondent to file and serve within a further 14 days short minutes of the orders that it says should be made (including on any question of costs), together with brief written submissions (not exceeding four pages) in support of those proposed orders. [Note: The Uniform Civil Procedure Rules 2005 provide (Rule 36.11) that unless the Court otherwise orders, a judgment or order is taken to be entered when it is recorded in the Court's computerised court record system. Setting aside and variation of judgments or orders is dealt with by Rules 36.15, 36.16, 36.17 and 36.18. Parties should in particular note the time limit of fourteen days in Rule 36.16.] Catchwords: CONTRACT - dealership agreements relating to multi-function photocopiers - whether the supplier had determined "target quotas" in accordance with the agreements - whether dealer had breached agreements by creating potential conflict of interest - whether dealer entitled to terminate agreements for breach of essential conditions - whether the word "assign" in dealership agreements includes novation of service contracts between dealer and customers Cases Cited: Commercial Union Assurance Co of Australia Ltd v Ferrcom Pty Ltd (1991) 22 NSWLR 389 Hospital Products Ltd v United States Surgical Corporation [1984] HCA 64; 156 CLR 41 Howell v Macquarie University [2008] NSWCA 26 Kuhl v Zurich Financial Services Australia Ltd [2011] HCA 11; 276 ALR 375 Leveraged Equities Ltd v Goodridge [2011] FCAFC 3; 191 FCR 71 Olsson v Dyson [1969] HCA 3; 120 CLR 365 Pacific Brands Sport & Leisure Pty Ltd v Underworks Pty Ltd [2006] FCAFC 40; 149 FCR 395 Phipps v Boardman [1967] 2 AC 46 Shepherd v Felt and Textiles of Australia Ltd [1931] HCA 21; 45 CLR 359 Category: Principal judgment Parties: CSG Limited (Applicant) Fuji Xerox Australia Pty Ltd (Respondent) Representation: Counsel: J Gleeson SC with D Sulan (Applicant) RM Smith SC with G Ng (Respondent) Solicitors: DLA Phillips Fox (Applicant) Corrs Chambers Westgarth (Respondent) File Number(s): 2011/56823 Decision under appeal Citation: [2010] NSWSC 1258 Date of Decision: 2010-11-23 00:00:00 Before: McDougall J File Number(s): 2010/281890