Perth International Centre for Application of Solar Energy Repeal Act 2006

The Act defines and operates around several core concepts that govern the legal mechanics of dissolution. The “Centre” is the abolished body corporate established under the repealed 1994 Act. Its separate legal existence ends on the commencement day, which is 31 October 2006 according to the compilation table. The “Board” (the Board of Directors of the Centre), the “Managing Director” (appointed under section 8(1)(a) of the repealed Act), and the “International Advisory Council” (established under Part 2 Division 3 of that Act) are all abolished at the beginning of the commencement day (clauses 3, 4, 5). No transitional role is preserved for any of these office holders; they simply go out of office. The definitions of “assets”, “liability”, and “right” in clause 1 are deliberately expansive. “Assets” covers every kind of property - tangible and intangible, real and personal, corporeal and incorporeal - and includes choses in action, goodwill, and all rights, interests, and claims whether actual, contingent, or prospective. “Liability” includes any duty or obligation, actual, contingent, or prospective, liquidated or unliquidated, owed alone or jointly. “Right” means any right, power, privilege, or immunity whether actual, contingent, or prospective. These broad definitions ensure that no asset or obligation slips through the net: the State steps into every legal position of the Centre, including potential future claims and contingent liabilities that have not yet crystallised. The concept of “devolution” in clause 6 operates by force of law, not by contract. Assets and rights vest in the State, liabilities become the State’s liabilities, proceedings may be brought or continued by or against the State, and all records and data pass to the Minister. Critically, clause 12 (the “saving” provision) provides that no act authorised by the Schedule constitutes a breach of contract, a civil wrong, a ground for terminating an instrument, a release of a surety, or a breach of confidentiality. This precludes counterparties from claiming damages or rescission simply because the identity of the counterparty changed from the Centre to the State. The “reporting officer” concept in clause 9 creates a post-repeal duty to prepare a final financial report under the Financial Administration and Audit Act 1985 as applied, with modified timeframes. The “commencement day” fixes the point at which all of these changes take effect.

The Act directly affects a narrow group of persons and entities, but its indirect reach is broader. Most obviously, the members of the Board of Directors, the Managing Director, and the members of the International Advisory Council lose their positions immediately upon commencement (clauses 3, 4, 5). The Act provides no compensation, severance, or transitional payments for these individuals. Their offices are simply abolished. Employees of the Centre are not mentioned in the Act. The transfer of assets, liabilities, and records to the State implies that staff likely transfer to the public service under the Minister for Energy, but the Act does not address their terms, continuity of service, or redundancy. This omission may have created practical uncertainty for affected employees, who would have to look to general employment law or public sector arrangements for protection. Counterparties to contracts with the Centre are affected because the State is substituted as the party to all agreements and instruments by force of clause 7. A supplier, lessor, or joint venture partner who contracted with the Centre now deals directly with the Crown. The saving provision in clause 12 prevents the counterparty from claiming breach or terminating the contract on the ground of the substitution. Creditors and debtors of the Centre are affected as the State assumes all liabilities (including unliquidated, contingent, and prospective claims) and acquires all rights. The Registrar of Titles is compelled to record and register documents to give effect to the Schedule (clause 11), so the titles office must process any necessary land transfers. The Treasurer must close the Centre’s bank account and credit moneys to the Consolidated Fund (clause 8). A reporting officer - a person appointed under the Financial Administration and Audit Act 1985 - must prepare the final financial report for the Centre. The Minister responsible for the Energy Coordination Act 1994 becomes the custodian of all Centre records and data and the de facto steward of whatever programs, research, or projects the Centre was running. The general public is not directly regulated by this Act, but they lose access to a discrete statutory body dedicated to solar energy application; any future inquiries or interactions will go to the department rather than a specialised agency.

The Act creates very few new duties and extinguishes many old ones. The primary duty imposed by the Act is on the reporting officer to prepare and submit a final financial report for the Centre for the “final period” - the interval from the end of the last completed financial year to the day before commencement (clause 9). The reporting officer must apply the provisions of the Financial Administration and Audit Act 1985 as if the Centre were a department, but with modifications to time references. The report must be submitted within two months of the reporting officer’s appointment, though that deadline can be extended under section 70 of the FAA Act. A further duty rests on the reporting officer to fulfil any uncompleted financial reporting duties that the Centre’s accountable authority had for earlier financial years (clause 9(3)). The Treasurer has the duty to close the Centre’s account as referred to in the now-repealed section 24(2) of the 1994 Act and to credit the balance to the Consolidated Fund (clause 8). The Registrar of Titles is empowered, but arguably has a functional duty, to record and register documents necessary to give effect to the Schedule (clause 11). No duties are imposed on private persons. The Act does not require counterparties to re-execute contracts or obtain fresh consent; clause 7 deems the substitution automatically, and clause 12 prevents it being treated as a breach. The rights created by the Act accrue almost entirely to the State. The State acquires by force of law all assets and rights of the Centre, including choses in action, goodwill, and contingent claims (clause 6). The State also acquires the benefit of any immunity that the Centre enjoyed in respect of acts, matters, or things done or omitted before commencement (clause 10). That immunity continues for the State’s benefit despite the repeal. The State is substituted as a party to all agreements and instruments (clause 7). The Minister takes possession of all records and data (clause 6(d)). The State has the protection of the saving provision (clause 12), which prevents any claim for breach of contract, confidence, or civil wrong arising from the transfer. No right of appeal, review, or compensation is conferred on any person whose office is abolished or whose contractual counterparty changes.

The Act itself contains no penal provisions. No offences are created, no civil penalties are prescribed, and no enforcement mechanisms are established. The omission is consistent with the Act’s character as a machinery repeal statute: it terminates a statutory body, not a regulatory scheme. Any penalty for non-compliance would arise under other legislation. For example, if the reporting officer fails to prepare or submit the final financial report within the required time, that failure may be an offence under the Financial Administration and Audit Act 1985, which governs financial reporting by public authorities. Similarly, if the Treasurer fails to close the account or misapplies funds, remedies would lie under the Financial Management Act 2006 or general Crown accountability legislation. The Act does not specify any penalty for a counterparty who refuses to recognise the State as the substituted party under clause 7; instead, it operates by force of law, and a refusal would likely be a breach of contract or an impediment that could be resolved by declaration or specific performance in court. The saving provision in clause 12 also has an enforcement dimension: it prevents parties from taking the unilateral step of treating the transfer as a breach or termination. If a party attempted to rescind a contract on the ground that the counterparty changed, the State could rely on clause 12 to argue that the rescission is invalid. That would be a civil matter, not a penal one. The Act does not vest any enforcement powers in a regulator or a court. The absence of penalties reflects the fact that the Act’s compliance obligations fall on government actors (the reporting officer, the Treasurer, the Registrar of Titles) who are subject to existing accountability frameworks. Private citizens and businesses face no new duties and therefore no penalty risk directly from this Act. The only meaningful “enforcement” risk is that a contract counterparty who refuses to recognise the State substitution may be sued for specific performance or damages if they stop performing. Conversely, the State itself can be sued by counterparties if it fails to perform the assumed obligations, because the liabilities transferred include all duties and obligations.

The Act expressly amends four other pieces of Western Australian legislation and references several more. It deletes the Board of Directors of the Centre from Schedule V Part 3 of the Constitution Acts Amendment Act 1899, removing the Centre’s board from the list of statutory offices that are incompatible with membership of Parliament. It deletes the Centre from Schedule 1 of the Financial Administration and Audit Act 1985, which listed bodies subject to that Act’s financial management and audit requirements. It deletes the Centre from Schedule 2 of the Freedom of Information Act 1992, removing it from the list of agencies subject to FOI. It deletes item 37 from Division 2 of Schedule 1 of the State Superannuation Regulations 2001, removing the Centre from the list of employers participating in the State superannuation scheme. These amendments are solely consequential; they do not change the scope of those Acts beyond removing a defunct entity. Schedule 1, clause 2 provides that “this Schedule does not limit the operation of the Interpretation Act 1984”. That means the general saving provisions of the Interpretation Act 1984 continue to apply alongside the specific transitional rules. The Interpretation Act would, for example, preserve the continuity of legal proceedings and the validity of subordinate legislation made under the repealed Act, to the extent not inconsistent with the Repeal Act. The Minister is defined by reference to the Energy Coordination Act 1994, tying the Centre’s residual administration to the energy portfolio. The Financial Administration and Audit Act 1985 is incorporated by reference in clause 9 for financial reporting: sections 66 to 70 of that Act are applied as if the Centre were a department, but with the final period substituted for a financial year. The Act interacts with the general law of contract and property via clause 7 (substitution in agreements) and clause 12 (preservation of instruments). The transfer of assets by force of law is recognised by the Registrar of Titles under clause 11, which binds the land titles system. The Act does not interact with any Commonwealth legislation or with the Corporations Act 2001, because the Centre was a state statutory body, not a company. There is no interaction with competition or consumer laws because the Act does not alter markets or impose trading restrictions.

The Perth International Centre for Application of Solar Energy Repeal Act 2006 is a standalone enactment with number 43 of 2006. According to the compilation table, it received Royal Assent on 3 October 2006 and commenced on 31 October 2006. No subsequent amendments to the Repeal Act itself are recorded in the compilation. The compilation notes indicate that the text is a single compilation, meaning the Act has not been modified since enactment. This is typical for a repeal act: once the target Act is repealed and the consequential amendments are made, there is little reason to revisit the repealing instrument. The Act’s own operational life is limited; once the transitional and savings provisions have been fully executed, the Act becomes largely spent. However, it remains on the statute book because the savings provisions (clause 10 on immunity, clause 12 on saving of instruments, and clause 6 on devolution) continue to have legal effect indefinitely. For example, if a latent claim arises decades later that would have attached to the Centre, the State’s assumption of liability and the continuation of immunity under clause 10 remain in force. The Act is not sunsetted and no repeal of the Repeal Act is contemplated. Because the Act amends several other Acts (the Constitution Acts Amendment Act 1899, the Financial Administration and Audit Act 1985, the Freedom of Information Act 1992, and the State Superannuation Regulations 2001), the amendment history of those Acts will show the changes made by this Act. But the Repeal Act itself has no amendment history. Practitioners should note that the Act is not frequently updated; the compilation presented is current as of the date of enactment.

The source document contains no reference to any litigation involving the Perth International Centre for Application of Solar Energy Repeal Act 2006. No cases are cited, no judicial interpretations are mentioned, and no dispute resolution mechanisms are provided in the Act. This does not guarantee that no litigation has occurred - a diligent researcher would check Westlaw AU, LexisNexis, or the Australasian Legal Information Institute for any decisions that refer to the Act. However, given the Act’s nature as a straightforward dissolution statute with clear transitional provisions, litigation is unlikely to have been extensive. The potential areas of dispute that might arise include: a contract counterparty arguing that clause 12 does not bar a claim for damages arising from the change of counterparty (though the saving provision is broadly worded to prevent any remedy); a former office holder seeking compensation for loss of office (though the Act is silent and the saving provision likely extinguishes any claim for breach of contract); a dispute over whether a particular right or liability is contingent, prospective, or actual for the purpose of devolution under clause 6; or a disagreement with the reporting officer’s financial report. Given that the Act transfers all assets and liabilities to the State, any litigation would likely name the State as defendant. The immunity continuation in clause 10 may protect the State from certain causes of action that were available against the Centre. No constitutional challenge to the Act is recorded in the source. In the absence of cited cases, a cautious analyst should assume that the Act has operated without judicial controversy, but should not rely on that assumption for advice without independent verification.

Several features of the Act could create unintended traps for the unwary. The first is the extraordinarily broad definition of “liability” in Schedule 1 clause 1. It includes any liability, duty, or obligation whether actual, contingent, or prospective, liquidated or unliquidated, owed alone or jointly. This means the State assumes potential claims that have not yet been made and may never crystallise. A person who has a latent claim against the Centre - for example, a future negligence claim arising from research conducted years ago - will find that the proper defendant is now the State, and the State has the benefit of any immunity the Centre had. Conversely, the State also assumes debts and obligations that may not be fully recorded. The second trap is the automatic substitution in clause 7. Any agreement or instrument that contains a reference to the Centre is deemed to have the State substituted. A commercial counterparty who has not read the Repeal Act might continue to contract with the “Centre” without realising it no longer exists, potentially rendering further dealings void or uncertain. The saving provision (clause 12) prevents the counterparty from treating the substitution as a breach, but it does not require the counterparty to be notified. A counterparty who inadvertently deals with the defunct body may have rights only against the State if they can establish a contract, which may be difficult if the counterparty believed they were dealing with the Centre. The third gotcha is the absence of any provision dealing with employees. The Act is silent on whether staff transfer to the State, whether their terms of employment are preserved, or whether they are entitled to redundancy. This may have left employees in limbo, forced to rely on general public service transfer orders or common law principles of employment continuity. The Act does not create any deemed continuity of service, which could affect superannuation, long service leave, and accrued entitlements. The fourth trap is clause 10 on immunity. Where the Centre had immunity (presumably from suit or from certain laws), that immunity continues for the State’s benefit. A person with a cause of action against the Centre that was subject to immunity may find that immunity still applies, even though the entity has been abolished. The fifth trap is the financial reporting deadline: the reporting officer has only two months from appointment to prepare the final report (clause 9(4)). If the appointment is delayed, this could compress an already complex task. Lastly, the saving clause (clause 12) prevents the transfer from being a civil wrong or a breach of contract, but it does not relieve the State from performing the underlying contractual obligations. The State must perform all assumed duties, and if it fails, it can be sued. The Act gives the State no leeway to renegotiate unfavourable contracts.

Compliance with the Perth International Centre for Application of Solar Energy Repeal Act 2006 is almost exclusively a matter for government actors, not private parties. The steps required by the Act are ministerial and administrative. The responsible Minister (under the Energy Coordination Act 1994) must ensure that the transitional provisions in Schedule 1 are given effect. Immediately upon commencement (31 October 2006), the Board, Managing Director, and International Advisory Council are abolished and their members go out of office. No further action is needed to achieve that. The Minister should identify and secure all records and data of the Centre, as clause 6(d) requires them to pass to the Minister. The Minister should also confirm that all assets and liabilities have vested in the State and that the Registrar of Titles has been notified of any land-related transfers. The Treasurer must close the Centre’s bank account referred to in the now-repealed section 24(2) of the 1994 Act and credit the moneys to the Consolidated Fund. The Treasurer should ensure that any other accounts held by the Centre are also closed and balances transferred. A reporting officer must be appointed under the Financial Administration and Audit Act 1985 as applied by clause 9(2). That officer must prepare a final financial report covering the “final period” - the interval from the end of the last completed financial year to the day before commencement. The officer must also complete any outstanding financial reporting duties for prior years. The report must be submitted within two months of appointment, unless an extension is granted under section 70 of the FAA Act. The Registrar of Titles should be provided with documents necessary to record the transfer of any real property from the Centre to the State (clause 11). Private counterparties to contracts with the Centre do not need to take any action to comply; the substitution is automatic. However, prudent entities should update their records to acknowledge that the State is now the contracting party. They should ensure they do not inadvertently deal with the defunct Centre. If a counterparty receives a notice from the State asserting substitution, they should confirm that the notice is consistent with the Act. For former office holders (directors, managing director, advisory council members), compliance means simply ceasing to act in those capacities from commencement. They have no ongoing obligations under the Act, though they may have ongoing confidentiality obligations under general law. The saving provision in clause 12 protects them from being sued for breach of contract due to the cessation, but it does not grant them any compensation. Entities with superannuation arrangements that included the Centre should note the deletion from the State Superannuation Regulations 2001 and ensure affected employees are transferred to the appropriate employer category. The Act does not create a transition period; all changes take effect on commencement. Compliance is a one-time event, not an ongoing obligation.