Contractual definitions

Apache Finance v Quad Energy [2018] WASC 68

This case included a fight over the scope of tax indemnities in a share sale context, and the meaning of the defined term ‘Relevant Assessment’.  There were many wrinkles in the complex drafting, and each party had numerous reasons for their position. 

The important general point to absorb is that contractual definitions are always to be read in context and subject to contrary indications (whether this is stated or not)15.  Chaney J (at [29]) quoted an earlier case that ‘even defined terms must yield to wider context or contrary intention’.  iTip – terms defined in contracts are not passed over lightly, but they are not applied slavishly either. 

This case is from Episode 36 of interpretationNOW!


15 Perpetual Custodians [2013] NSWCA 231 (at [86]).