Commercial Contract Clauses: Principles and Interpretation (4th Edition) is essential reading for all solicitors, barristers and legal professionals involved with contract law issues in commercial contracts. It is an invaluable resource that will assist practitioners in drafting contracts, interpreting clauses and related litigation proceedings.
This new edition of the book includes discussion of recent High Court, Court of Appeal and other intermediate court decisions, as well as UK Supreme Court cases, decided since the last hardback edition in 2019. These decisions include:
- Two appeal judgments Tesseract International Pty Ltd v Pascale Construction Pty Ltd [2024] HCA 24 and Michael Hill Jeweller (Australia) Pty Ltd v Gispac Pty Ltd [2024] NSWCA 211 at [15650]). Dates of judgments: 7 August 2024 and 27 August 2024 respectively.
- Redland City Council v Kozic (2024) 98 ALJR 544; [2024] HCA 7 - unjust enrichment and failure of basis in the context of contractual termination
- Realestate.com.au Pty Ltd v Hardingham [2022] HCA 39; (2022) 277 CLR 115; 96 ALJR 40; 406 ALR 678 - inferring or implying contractual terms
- Laundy Hotels (Quarry) Pty Ltd v Dyco Hotels Pty Ltd [2023] HCA 6; (2023) 276 CLR 500; 97 ALJR 194 - inferring or implying contractual terms, and termination
- Hobart International Airport Pty Ltd v Clarence City Council (2022) 276 CLR 519; 96 ALJR 234; [2022] HCA 5 - enforcing third party benefits
- Barton v Morris [2023] UKSC 3; [2023] AC 68 - inferring or implying contractual terms
- Triple Point Technology Inc v PTT Public Co Ltd [2021] AC 1148; [2021] 3 WLR 521; [2021] UKSC 29 - exclusion clauses
- QBT Pty Ltd v Wilson [2024] NSWCA 114 - correcting evident error by construction
- Data Transfer Services Pty Ltd v White [2023] NSWCA 16; (2023) 111 NSWLR 25 - restatement of principles concerning estoppel by deed
- Central Coast Council v Norcross Pictorial Calendars Pty Ltd (2021) 391 ALR 157; [2021] NSWCA 75 - third party benefits
- Chevron (TAPL) Pty Ltd v Pilbara Iron Company (Services) Pty Ltd [2021] WASCA 193; (2021) 59 WAR 102 - Conditional contracts - long term gas supply contract, and unmet stipulation within a time condition applicable to notice initiating a price review
- Impact Healthcare Pty Ltd v St Vincent’s Private Hospitals Ltd [2024] QSC 62 - Consent clauses)
There have also been many other important decisions which develop the jurisprudence in particular areas. These are meticulously identified, dissected and analysed.
Since the third hardback edition of this work, it has been cited with approval by the High Court, New South Wales Court of Appeal, Queensland Supreme Court and the Western Australia Supreme Court. That confirms its place as a book by practitioners for practitioners.
This is the only work which examines joint and several liability clauses in the statutory context of proportionate liability. It helpfully contains a chapter on the operation of deeds. It analyses consequential loss clauses, and the divergence between the English and Australian approaches.
There are also a variety of other chapters on clauses which commonly arise in commercial contracts. For example, indemnity clauses, consent clauses, option and pre-emption clauses, expert and alternative dispute resolution clauses, termination clauses and severance clauses. The role of good faith in contractual performance – whether arising through an express clause or an implied obligation – is also analysed in detail.
About the authors
The work is authored by a team of contributors comprised of a former judge of the Supreme Court of Western Australia, and two Senior Counsel. The Hon Kenneth Martin KC was one of the most experienced commercial judges of the WA Supreme Court. Mr Thomson SC is a former Solicitor-General of Western Australia, as well as having had a wide commercial practice. Mr Warnick SC has been a senior partner in leading commercial law firms, before going to the Bar and being appointed as Senior Counsel.
The authors share a deep interest in elucidating the principles for interpreting clauses which commonly appear in commercial contracts, by drawing together specific cases on different types of clauses in a comprehensible fashion. Drawing on their extensive civil litigation experience at the highest Australian levels, particular attention is directed to the leading contemporary decisions of the High Court of Australia and of Australian intermediate Courts of Appeal. They also refer to important decisions from the United Kingdom.
This work will be an invaluable resource on the bookshelf of every legal professional who works with contracts.
Commercial & Business Law