Contracting Out Of The Contract: Can Equitable Remedies Edit Written Agreements?

The New South Wales Court of Appeal decision in Ryledar Pty Ltd v Euphoric Pty Ltd (2007) 69 NSWLR 603 provides a detailed examination of the current law on the equitable remedies of rectification and estoppel by convention.

Background

Euphoric Pty Ltd (Euphoric) contracted to supply Ryledar Pty Ltd (Ryledar) with various gasoline and oil products. Ryledar was to receive a contractual rebate on those gasoline and oil products at a rate of 6.2 cents per litre for all of its Sydney Metropolitan stores and 6.0 cents per litre for all stores outside the Sydney Metropolitan area (the Agreement).

Over time, Ryledar began opening more stores in the state of New South Wales and the Agreement was amended to reflect that the 6.0 cents per litre rebate was now to be applied to Wollongong, Central Coast and Newcastle locations as well as any town on or east of a straight line connecting Newcastle, Bilpin, Katoomba, Bowral and Wollongong (the Amended Agreement). Notwithstand