Resolution Life Australasia Ltd v N.M. Superannuation Pty Ltd

[Note: The Uniform Civil Procedure Rules 2005 provide (Rule 36.11) that unless the Court otherwise orders, a judgment or order is taken to be entered when it is recorded in the Court's computerised court record system. Setting aside and variation of judgments or orders is dealt with by Rules 36.15, 36.16, 36.17 and 36.18. Parties should in particular note the time limit of fourteen days in Rule 36.16.]

HEADNOTE [This headnote is not to be read as part of the judgment] As trustee of a superannuation fund, the respondent has arranged and administers life risk insurance for the benefit of a large number of its fund members. That insurance is provided by the appellant, a life insurance company, under several contracts. In August 2022, the respondent invited proposals from other life insurers to be primary insurer with respect to the cover provided to that portfolio of members. This tender process was described as a "Request for Proposal" (RFP). Although participating in the process at the outset, the appellant sought to restrain the respondent from continuing with and implementing the RFP process on the basis that it amounted to a breach of an implied term of each of those four contracts. That term, as found by the primary judge and not challenged on appeal, was that with respect to each contract the respondent was to "do what is necessary on its part to enable [the appellant] to have the benefit of [that] contract and [not to] hinder or prevent the fulfilment of the purposes of the express promises made in the contract". The appellant's claim was based on a threatened breach of the second limb of this covenant. Under each contract it was a condition precedent to the continuation of a member's cover that monthly premiums be paid in advance. The appellant's case was that the respondent trustee had also promised to pay those monthly premiums in respect of each fund member whose cover remained current. In these circumstances, the implied term was said to prevent the respondent from allowing the insurance to lapse by non-payment of premiums so as to enable life insurance provided by the appellant to be replaced through the pursuit and implementation of the RFP. The primary judge held that the respondent had made no such promise, and on that basis his Honour dismissed the appellant's claims for declaratory and injunctive relief. The appellant challenges the primary judge's finding that there was no promise by the respondent to pay monthly premiums. It also contends that the primary judge erred in refusing to the relief sought. The principal and dispositive issue in the appeal was whether as a matter of construction the contracts, and in particular Contract 20555, contained such a promise by the trustee. The parties agreed that, if the appellant's construction of this contract was rejected, its claim in relation to the other three contracts would also fail. The Court (Meagher JA, Adamson JA and Basten AJA agreeing) dismissed the appeal, holding: