International Petroleum Investment Company v Independent Public Business Corporation of Papua New Guinea [2015] NSWCA 363

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: International Petroleum Investment Company v Independent Public Business Corporation of Papua New Guinea [2015] NSWCA 363 Hearing dates: 10 August 2015 Date of orders: 26 November 2015 Decision date: 26 November 2015 Before: Bathurst CJ at [1]; Macfarlan JA at [8]; Ward JA at [9] Decision: 1. Allow the appeal. 2. Set aside orders 3, 4, 5 and 6(ii) of the orders made by Hammerschlag J on 6 February 2015 and in lieu thereof order as follows: (a) The defendant pay to the plaintiff the sum of AUD 40,303,856.33 plus interest from 3 April 2014 at the Default Rate specified in Condition 6.4 of the Bond Deed on that amount; (b) The defendant pay the plaintiff's costs of the proceedings. 3. The cross-appeal and notice of contention be dismissed. 4. The respondent pay the appellant's costs of the proceedings in this Court. Catchwords: CONTRACT – construction – Bond Deed Poll –whether primary judge erred in construction of the term "market value" where used in the context of a mandatory exchange procedure in the deed – whether primary judge erred in concluding that respondent's valuer did not deliver a binding valuation – whether primary judge erred in determining that the respondent was entitled to request a subsequent alternative valuation under the deed – consequence, as a matter of construction of the deed, where each party appointed an independent valuer but only one of the two determinations was binding on the parties – whether appropriate for Court to undertake valuation process itself or to appoint a referee