Written by The NSW Court of Appeal’s decision in XJS World Pty Ltd v Central West Civil Pty Ltd [2025] NSWCA 133 offers a timely reminder for parties using standard form contracts: optional clauses left uncompleted will not be implied by the courts.
In this case, XJS World Pty Ltd engaged Central West Civil Pty Ltd for civil construction works under a standard form contract and the section of the contract intended to record the “Date for Completion” was left blank. In another part of the contract, a footnote suggested the construction should be completed within three months. When the progress made by Central West Civil Pty Ltd allegedly fell behind, XJS World Pty Ltd sought damages of $1,000 per day.
The Court of Appeal held that the footnote could not be considered a binding completion date. Using a standard form contract required parties to “activate” optional provisions by adding in the relevant details. Leaving the “Date for Completion” section unfilled meant that the fixed completion date and liquidated damages were never contractually agreed upon, and therefore, Central West Civil Pty Ltd was not liable to pay liquidated damages. Additionally, the Court highlighted that the “aspirational” wording of the footnote did not impose a “contractual obligation” or override the primary terms of the contract.
This case emphasises the importance of carefully completing standard form contracts. Optional clauses, dates, and other information must be explicitly filled in to ensure enforceability, particularly when contractual liability or damages are at stake.