Leslie Solar Salt Industry Agreement Act 1966

The Act and the Agreement introduce several defined terms that structure the entire arrangement. “Production site” means approximately 48,000 acres at or near Port Hedland, delineated on plan “A”, excluding public roads. “Stockpile area” means land at Port Hedland delineated on plan “B”, subject to survey, plus any additional land agreed by the parties. “Wharf” means the wharf to be constructed east of the Government jetty at Port Hedland. “Loading time” is defined as the period from a ship berthing at the wharf until it leaves the wharf face. “Ton” means a ton of 2,240 lbs net dry weight. “Work sites” includes the production site, stockpile area, and any land comprised in a lease, license or easement granted under the Agreement, other than land under clause 10 (housing). The Agreement creates two main leasehold estates: a 31-year lease of the production site (renewable for a further 21 years and then 11 years) and a lease of the stockpile area co-terminous with the production site lease. The rental for the stockpile area is calculated by reference to the amortisation of reclamation costs (with a $16,000 per acre cap and 5.25% interest) but not less than $8,000 per annum; during renewal periods, rental is the greater of one cent per ton of salt shipped or $8,000 per annum. The Agreement also introduces an escalation mechanism (clause 9) under which rentals, royalties, and wharfage charges can be increased every seven years based on the increase in the average price of salt from the 7th anniversary of the commencement date, with the adjusted amounts payable for the next seven years. “Associated company” is defined in clause 1 to include subsidiaries (within the meaning of section 6 of the Companies Act 1961) and companies in which the Company holds at least 30% of issued ordinary share capital, plus any company approved by the Minister that is directly or indirectly associated with the Company’s operations. The Agreement distinguishes between “year” (commencing 1 July) and “quarter” (three-month periods ending March, June, September, December). “Month” means calendar month.

The primary parties are the State of Western Australia (acting through its Premier and Treasurer, and relevant Ministers) and Leslie Salt Co. (the Company). The Company’s obligations extend to any “associated company” to which rights are assigned under clause 21, and the Company remains liable for performance even after assignment unless the Minister agrees otherwise. The Agreement directly affects the Harbour Authority at Port Hedland, which must receive notice of ship arrival and departure times (clause 5(2)(c)) and is subject to the priority regime for ships loading salt. The Director of Engineering certifies completion of the wharf (clause 5(3)). The Minister for Industrial Development (or the Minister administering the ratifying Act) has various approval and consent roles: approving other industries (recitals), approving associated companies (clause 1 definition), approving flood protection levee plans (clause 5(1)(f)), granting consent to assignment or sub-letting (clause 21), and exercising powers to remedy defaults (clause 18(a)). Third parties are affected in several ways. Members of the public retain rights of access to tidal inlets between Cooke Point and six miles east for fishing and recreational purposes, and to high ground at the north end of crystallisers, provided access does not unduly interfere with the Company’s operations (clause 3(1)(e)). Public roads within the production site are closed upon passage of the ratifying Act (clause 2(2)(e)). The public right of way over a road crossing the Company’s railway is suspended when trains approach within a quarter of a mile (clause 5(1)(g)(iii)). Employees of the Company are acknowledged to have discontinuous working hours (clause 17). Joint venturers under the Iron Ore (Mount Goldsworthy) Agreement Act 1964 are referenced in relation to channel approach charges (clause 20(1)). The Commonwealth Government may be asked to grant export licenses for salt (clause 14). Any person who subsequently improves land adjacent to the production site after the Company constructs a levee may suffer damage if the Company later removes or fails to maintain that levee, but the Company is expressly not liable for such damage (clause 16). Mortgagees and assignees of the Company are also affected by the determination provisions (clause 18).

The Agreement imposes significant duties on both parties. The State must, upon the Company’s request, lease the production site (clause 3) and the stockpile area after reclamation (clause 4). The State must design and construct a wharf at least 600 feet long with mooring dolphins providing a total berth of at least 950 feet, sufficiently wide for travelling bulk loaders capable of loading 3,000 tons per hour (clause 5(1)(b)). The wharf must be usable within 28 months of the Company’s request to proceed with design, or 24 months of the request to proceed with construction, whichever is later. The State must dredge the berth to at least 40 feet below Admiralty Chart datum and maintain that depth. Upon request, the State must grant the Company a license to use the wharf for exclusive travelling bulk loading facilities, and the State does not acquire property in those facilities (clause 5(1)(d)). The State must give priority to ships loading salt at the wharf, provided the Company complies with notice requirements and uses reasonably expeditious methods; however, if aggregate loading time exceeds 2,400 hours in a year, priority ceases for that year (clause 5(1)(e)). The State must also, at the Company’s request, recommend by-laws for ship liability, railway operation, and public road crossings (clause 5(1)(g)). The State must grant licenses for pumping salt slurry (clause 6), for land for housing (at least 50 lots) (clause 10), for a railway route (clause 11(3)), for sea water draw and brine discharge (clause 12), and for ingress/egress (clause 13). The Company must, by 30 June 1967, commence constructing a solar salt plant with a total estimated cost of $7,000,000, designed to produce one million tons per annum, with initial capacity to load 475,000 tons per annum by 30 June 1972, and full million-ton capacity by 30 June 1975 (clause 7). The Company must pay royalties on a sliding scale: 5 cents per ton on the first 500,000 tons in a year, 6.25 cents on the second 500,000 tons, and 7.5 cents on all tonnage above one million tons (clause 8(1)). Wharfage charges are also sliding: 12.5 cents per ton on the first 500,000 tons, 7.5 cents on the next 500,000, and 5 cents above one million tons (clause 8(3)). The Company must pay an annual charge of $60,000 for 20 years after wharf completion (clause 5(2)(d)). The Company must furnish quarterly returns of salt shipped and pay royalties within one month after each quarter (clause 8(2)). The Company must permit inspection of books and records to verify production and shipments (clause 8(5)). The Company must indemnify the State for claims arising from diversion of fresh water (clause 15(3)). The Company has rights to draw sea water without charge (clause 12(1)), to recover chemicals from brines (clause 12(2)), and to use road trains up to 85 feet long until the tenth anniversary of first shipment, after which the Minister may terminate that right on three years’ notice (clause 11(1)-(2)). The Company may assign rights to associated companies as of right, subject to a deed of covenant (clause 21).

The Agreement contains a detailed default regime in clause 18. The State may determine the Agreement if the Company fails, after 30 June 1975, to ship at least 475,000 tons of salt in a year and the average of that year and the preceding three years is below 475,000 tons; or if the Company makes default in any covenant and fails to remedy within a reasonable time after notice (or within a time fixed by an arbitration award if the default is contested bona fide); or if the Company abandons or repudiates operations; or goes into liquidation (other than voluntary reconstruction); or gives notice under clause 29(2) (determination by Company). Upon determination, all rights under the Agreement and any leases, licenses, or easements cease, and the Company must transfer or surrender all land to the Crown without compensation (clause 18(b)(i)). The Company irrevocably appoints the Minister as attorney to execute such transfers. All improvements on the relevant land become the absolute property of the Crown, free of mortgages and encumbrances, without compensation (clause 18(c)). The Company may remove plant and equipment only after giving the State a right of first refusal to purchase at valuation in situ within three months. The Company must pay all moneys accrued due (clause 18(b)(ii)). Instead of determining the Agreement because of a default, the State may itself remedy the default, entering the Company’s land and using its plant and machinery; the costs become a debt payable on demand (clause 18(a) proviso). The by-laws made under section 4 of the Act may prescribe penalties not exceeding $100 for breach of any by-law. The Act does not create criminal offences; enforcement is primarily through contractual determination and the State’s self-help remedy, subject to arbitration under the Arbitration Act 1895 (clause 22). Force majeure (clause 24) excuses delays due to circumstances beyond the party’s control, including acts of God, war, riots, strikes, shortages, and inability to profitably sell salt due to world economic conditions, provided the affected party minimises the effect. The determination clause includes a special provision for the Company: if the Company gives notice that completion or continuance is impracticable or uneconomic (clause 29(2)), the Agreement ends, but the Company remains liable for the $60,000 annual wharf charge for 20 years if the wharf is completed, or for costs if construction is cancelled. Disputes (other than those specifically excluded in the Agreement) must be referred to arbitration under the Arbitration Act 1895. The Agreement does not provide for any monetary penalties beyond the by-law limit and the debt remedy for State-incurred costs.

The Agreement overrides numerous general statutes by express provision. Clause 2(2)(c) empowers the State to acquire or resume land for the project as if for a public work under the Public Works Act 1902, but exempts subsections (2)-(7) of section 17 and section 17A from applying. Section 5 of the Act further declares that section 96 of the Public Works Act 1902 does not apply to any railway constructed by the Company under clause 11(3). Land leased under the Agreement is deemed “Private Land” under the Mining Act 1904 for the purposes of that Act (clause 2(2)(d)). The leases of the production site and stockpile area are to be granted under either the Land Act 1933 or the Mining Act 1904, and those Acts are deemed amended to allow the specific terms of the Agreement (clauses 3 and 4(2)). Leases are subject to reservations required under the Petroleum Act 1936 (clause 3(1)(h), clause 4(2)(b)(ix)). The Company’s right to draw sea water and discharge brines is subject to compliance with the Mining Act 1904 and all other relevant statutes (clause 12(2)). The Company must comply with the labour conditions imposed by or under any Act only “subject to compliance with its obligations hereunder” and clause 20(2)(e) provides that during the currency of the Agreement the Company shall not be required to comply with labour conditions imposed by or under any Act in regard to any lease of any land within the work sites. The valuation of all lands subject to the Agreement (except residential parts) must be on unimproved value for rating purposes, and no discriminatory rate may be imposed (clause 20(2)(d)). The State covenants not to impose discriminatory taxes, rates, or charges on the Company’s titles, property, products, or services, nor to take any discriminatory action depriving the Company of full enjoyment of its rights (clause 20(2)(b)). The Interpretation Act 1918 (repealed) is excluded in relation to by-laws (section 4(d)). The Agreement is to be interpreted according to Western Australian law, and all payments are in Australian currency unless otherwise agreed (clause 27). The Arbitration Act 1895 governs dispute resolution (clause 22). The Act itself is a single-purpose piece of legislation that does not create a general industry framework; it interacts with these other laws only by overriding or modifying their application to this specific project.

The Leslie Solar Salt Industry Agreement Act 1966 has a very limited amendment history. The original Act received Royal Assent on 17 October 1966 (Act No. 14 of 1966) and commenced on the same day. The only substantive amendment was made by the Standardisation of Formatting Act 2010 (No. 19 of 2010), section 51, which amended section 2 of the principal Act. The exact nature of the amendment to section 2 is not detailed in the source, but the table indicates that section 51 of the 2010 Act amended section 2. The same 2010 Act, by section 4, amended the heading of the Schedule. The 2010 Act commenced on 11 September 2010 (see section 2(b) and Gazette 10 September 2010 p. 4341). There was a Reprint 1 of the Act as at 1 August 2003, which would have incorporated no amendments. No other amendments are recorded in the table. The Agreement itself can be varied by mutual agreement in writing of the parties under clause 23 without requiring further legislation, although any variation that affects the Act’s provisions might require legislative amendment if it falls outside the scope of the Agreement’s own variation power. The Act does not contain a sunset or review clause; it remains in force as long as the Agreement continues, which expires on the expiration or sooner determination of the leases, easements, and licenses of the work sites (clause 28). The Act has not been repealed.

The source provided for this deep dive (the Act and the Agreement) does not mention any litigation. There is no reference to any court case, arbitration award, or legal proceeding arising under or in connection with the Agreement. The arbitration provisions (clause 22) and the dispute resolution mechanism in clause 25 (continuance of Agreement) indicate that disputes were contemplated to be settled privately through arbitration under the Arbitration Act 1895, which may have resulted in unpublished or confidential awards. The default clause (clause 18) contemplates the possibility of a disputed default being referred to arbitration and an award fixing a time for remedy. However, the source material contains no information about whether any such arbitration has ever occurred, let alone the outcome. Similarly, there is no mention of any judicial consideration of the by-laws made under section 4 of the Act. The compilation notes indicate that the Act has been reprinted once (as at 1 August 2003) and amended by the Standardisation of Formatting Act 2010, but there is no reference to any litigation history in those notes. Because the instruction is to report only what the source says, the appropriate conclusion is that the source contains no information about any litigation history. It would be speculative to assert that there has been no litigation; the source is simply silent on the point. Therefore, this section must state that the Act and the Agreement do not reference any court cases or litigation outcomes, and no such information is available from the text.

Several provisions in the Agreement contain traps for the unwary. Clause 16 limits the Company’s liability if it constructs a levee on the production site and later removes it or fails to maintain it, and a third party subsequently improves adjacent land and suffers damage as a result: the Company is not liable for those damages “notwithstanding any Act or any rule of law or equity to the contrary.” This is an extraordinarily broad exoneration that would override the common law of nuisance or negligence. Clause 17 acknowledges that employees in a solar salt plant are not continuously engaged during normal working hours, and the Company intends to use them for ship loading and other duties; the State agrees to use reasonable endeavours to assist in that objective, but the clause itself does not create any obligation on the Company to maintain full employment and could be used to justify redeployment that might otherwise attract industrial action. The by-law power (section 4 and clause 5(1)(g)) allows the Governor to make by-laws that impose penalties not exceeding $100 for breach, but those by-laws are not subject to section 36 of the Interpretation Act 1918 (which dealt with publication and disallowance), though they must be laid before Parliament within six sitting days. The low penalty cap means that by-laws cannot impose significant fines, but they can create offences with strict liability. Clause 20(2)(b) prohibits discriminatory taxes, rates, or charges, but the prohibition is subject to the exceptions in the Agreement itself, such as wharfage charges (clause 8(3)) and conservancy and pilotage charges (clause 8(4)). The State also covenants not to permit any agency of the State to impose such charges. This could create a constitutional or administrative law issue if a local government attempts to impose a rate that the Company regards as discriminatory. Clause 30 exempts the Agreement and any instruments executed by the State pursuant to it from stamp duty, but only for seven years from the date of the Agreement (27 July 1966). This exemption has long expired. Clause 10(2) limits the State’s obligation to grant housing leases to no more than 50 lots total and no more than 10 lots in any one year, and each request must be at least three months in advance. The Company’s right to use road trains up to 85 feet in length (clause 11(1)) is not permanent; the Minister can terminate it on three years’ notice after the tenth anniversary of first shipment. The force majeure clause (clause 24) includes “inability (common in the salt export industry) to profitably sell salt” as a qualifying event, which is unusually broad and could allow the Company to suspend operations if market conditions turn. The determination clause (clause 18(a)) requires the Company to ship at least 475,000 tons per year after 30 June 1975, but the test is an average over four years; if the Company falls below that average, the State can determine the Agreement. The Company’s right to remove plant and equipment upon determination is subject to the State’s right to purchase at valuation in situ within three months (clause 18(c)). If the Company fails to give notice of its decision to remove, it may lose the right to remove at all.

For the Company, compliance begins with the conditions precedent in clause 29: by 31 December 1966, the Company must notify the Minister that it has entered or intends to enter contracts for salt sales and has made financing arrangements for the works. After that, the Company must commence construction of the solar salt plant by 30 June 1967 (clause 7(a)). Construction milestones are strict: initial capacity of 475,000 tons per annum by 30 June 1972, and full capacity of one million tons per annum by 30 June 1975 (clause 7(a), (b)). The Company must install bulk loading facilities on the wharf with minimum capacity of 1,500 tons per hour (clause 7(c)). To maintain priority at the wharf, the Company must give the Harbour Authority reasonable notice of periods required for loading, at least eight days’ notice of expected arrival and departure, and immediate notice of any change (clause 5(2)(c)). The Company must pay the $60,000 annual wharf charge on each anniversary of wharf completion for 20 years (clause 5(2)(d)). Royalty returns must be furnished within 14 days after each quarter, with payment within one month (clause 8(2)). Records of production, sale, and shipment must be open to inspection by the Minister’s nominee at all reasonable times, and the Company must take reasonable steps to satisfy the State as to weights, including providing a certificate from an independent party (clause 8(5)). The Company must use best endeavours to obtain the best price for salt (clause 9(3)) and must make salt available for the Australian market at competitive prices (clause 19). If the Company wants to assign rights, it must ensure the assignee (if an associated company) executes a deed of covenant in a form approved by the Minister; for non-associated companies, the Minister’s consent is required (clause 21). The Company must not withhold consent to the State creating roads or easements over the work sites unreasonably, but the State cannot do so without the Company’s consent if it would unduly prejudice operations (clause 20(2)(a)). The Company must use its best endeavours to apply for any necessary Commonwealth export license upon request (clause 14). If the Company wishes to divert fresh water, it must submit proposals to the Minister in duplicate with plans and specifications, and must obtain approval or an arbitration award before proceeding (clause 15(2)). Before commencing diversion, the Company must enter a Deed of Covenant indemnifying the Crown against all claims (clause 15(3)). The Company must maintain the peripheral levee around the stockpile area to the Minister’s satisfaction (clause 4(2)(b)(v)). The Company should also be aware of the seven-yearly escalation mechanism (clause 9): on each 7th anniversary after the commencement date, the Minister will calculate the percentage increase in salt price compared to the 7th anniversary price, and rentals, royalties, and wharfage charges will increase by that percentage for the next seven years. The Company must provide the necessary price data to enable that calculation. The Company must also give at least three months’ notice for each housing lot request and cannot request more than ten lots in any one year (clause 10(2)). Upon expiry of the Agreement, the Company must transfer or surrender all leased land and improvements to the Crown, and must remove plant and equipment only after giving the State a three-month option to purchase at valuation (clause 18(c)).