The case of Jabcorp (NSW) v Strathfield Golf Club [2021] considered whether a contractor was entitled to additional payment for works required pursuant to a development consent.

Jabbcorp was contracted design and construct a new clubhouse, access road and associated works on land owned by the Golf Club. It claimed that it was entitled to be paid for variations 14A and 59 of the contract on top of the contract price. The notices of variation described the variations as ‘Drainage, pavement and other works surrounding greenkeepers shed to the southern and western sides’ and ‘Works on golf course and outside the construction boundary,’ respectively. The issue was whether those variations fell within the definition of “Excluded works”, rendering the Club liable for payment over and above the contract price.

Jabbcorp’s submission was that the works were ‘Excluded Works,’ because they were works which were outside the construction boundary of the site and were required pursuant to conditions of the Development Consent. However, the Club submitted that the ‘Excluded works’ term, referring to other work being undertaken on the site, were only included for caution in the case that extra work was required.

The court considered the syntax of the definition of ‘Excluded works’ and the constructional choice of the contract objectively, by reference to what a reasonable person would understand. The court dismissed Jabbcorp’s claim because it found that the provision was not intended to refer to work that was already included in the works that Jabbcorp had undertaken, but was intended to cover works made ‘in the future.’

This case demonstrates that complicated contracts which consist of a number of documents that do not seamlessly fit together, will be interpreted by courts according to the words used and the structure of the contract as a whole.

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