FEDERAL COURT OF AUSTRALIA
South Sydney District Rugby League Football Club Ltd v News Ltd
[2000] FCA 1541
TRADE PRACTICES - exclusionary provision - rival sporting competition organisers making and giving effect to understanding or arrangement to form a single competition - fundamental term of arrangement that new competition involve fourteen teams achieved through mergers, joint ventures or an admission criteria process - whether a substantial purpose of parties in making or giving effect to arrangement was to prevent, restrict or limit supply or acquisition of various services to or from particular persons or classes of person for purposes of sections 45(2) and 4D of Trade Practices Act 1974 (Cth) - whether in competition in relation to services - whether services were "services" for purposes of section 4 of Trade Practices Act - time at which parties are required to be in competition in relation to services subject of arrangement - consideration of nature of exclusionary provisions - whether fourteen team term aimed at "particular classes of persons" - whether relevant class constituted in the circumstances - statutory defences - whether available in circumstances.
TRADE PRACTICES - exclusionary provisions - relief - appropriate relief in circumstances - considerations.
AGENCY - existence of relationship - whether relationship with independent contractor was that of principal and agent - significance of control - effect of express disclaimer of agency - weight to disclaimer in circumstances.
PARTNERSHIP - formation - whether conduct of parties was carrying on business of partnership or acts in anticipation of partnership - later formal formation of partnership - retrospective commencement date in formal partnership agreement - effect - evidential value for purposes of actual commencement date.
CONTRACT - implication of terms - informal contract - test for implication - distinction between implication in fact and in law - whether terms necessary for reasonable or effective operation of contract in circumstances - implied duty of good faith and fair dealing - whether a legal incident of contract or particular classes of contract - whether qualifies conduct reasonably taken to promote legitimate business interests - content of alleged terms - whether possible to imply objective standard of fairness in circumstances.
CONTRACT - relief - whether breach of contract would found relief in circumstances - considerations.
TRADE PRACTICES - misleading and deceptive conduct - representations - express and implied - as to future matter - sections 52 and 51A of Trade Practices Act 1974 (Cth) - whether properly characterised as aims - whether reasonable grounds for making representations.
TRADE PRACTICES - misleading and deceptive conduct - relief - whether injunctive relief appropriate in circumstances - factors
Trade Practices Act 1974 (Cth), ss 2, 4D, 4F, 45, 47, 51A, 52, 84
Uniform Partnership Act 1997 (US), §308
Partnership Act 1892 (NSW), s 1
Corporations Law (1996 Reprint), s 183
Sale of Goods (Vienna Convention) Act 1986 (NSW)
South Sydney District Rugby League Football Club Ltd v News Ltd (1999) 169 ALR 120 considered
News Ltd v Australian Rugby Football League Ltd (1996) 64 FCR 410 applied
International Harvester Co of Australia Pty Ltd v Carrigan's Hazeldene Pastoral Co (1958) 100 CLR 644 referred to
Garnac Grain Co Inc v HMF Faure & Fairclough Ltd [1968] AC 1130 referred to
Branwhite v Worcester Works Finance Ltd [1969] 1 AC 552 referred to
Board of Trade v Hammond Elevator Co 198 US 424 (1905) referred to
Colbron v St Bees Island Pty Ltd (1995) 56 FCR 303 referred to
Australian Mutual Provident Society v Chaplin (1978) 18 ALR 385 referred to
Ex parte Delhasse; In re Megevand (1878) 7 Ch D 511 referred to
Salomon v Salomon & Co [1897] AC 22 referred to
Gramophone and Typewriter Ltd v Stanley [1908] 2 KB 89 referred to
Briggs v James Hardie & Co Pty Ltd (1989) 16 NSWLR 549 referred to
CFTO-TV Ltd v Mr Submarine Ltd (1994) 108 DLR (4th) 517 referred to
Lower Hutt City v Attorney-General [1965] 2 NZLR 65 referred to
Colonial Mutual Life Assurance Society Ltd v Producers and Citizens Co-operative Assurance Co of Australia Ltd (1931) 46 CLR 41 referred to
Northern v McGraw-Edison Co 542 F 2d 1336 (1976) referred to
Condus v Howard Savings Bank 986 F Supp 914 (1997) referred to
Royal Securities Corp Ltd v Montreal Trust Co (1966) 59 DLR (2d) 666 referred to
Sharrment Pty Ltd v Official Trustee in Bankruptcy (1988) 18 FCR 449 referred to
Roberts v
Murlar Pty Ltd (1986) 68 ALR 62 referred to
Queensland Aggregates Pty Ltd v Trade Practices Commission (1981) 57 FLR 314 referred to
Trade Practices Commission v TNT Management Pty Ltd (1985) 6 FCR 1 referred to
Eastern Express Pty Ltd v General Newspapers Pty Ltd (1991) 30 FCR 385 referred to
ASX Operations Pty Ltd v Pont Data Australia Pty Ltd (No 1) (1990) 27 FCR 460 applied
Dowling v Dalgety Australia Ltd (1992) 34 FCR 109 referred to
Trade Practices Commission v Garden City Cabs Co-Operative Ltd (1995) ATPR §41-410 referred to
Jewel Food Stores Pty Ltd v Amalgamated Milk Vendors Association Inc (1989) 24 FCR 127 referred to
SA Brewing Holdings Ltd v Baxt (1989) 87 ALR 134 referred to
Schindler Lifts Australia Pty Ltd v Debelak (1989) 89 ALR 275 referred to
Health Services for Men Pty Ltd v D'Souza (2000) 48 NSWLR 448 referred to
Waddington v O'Callaghan (1931) 16 TC 187 referred to
Saywell v Pope [1979] STC 824 referred to
BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266 referred to
Codelfa Construction Pty Ltd v State Rail Authority (NSW) (1982) 149 CLR 337 referred to
Byrne v Australian Airlines Ltd (1995) 185 CLR 410 applied
Breen v Williams (1996) 186 CLR 71 applied
Australis Media Holdings Pty Ltd v Telstra Corporation Ltd (1998) 43 NSWLR 104 referred to
Simonius Vischer & Co v Holt & Thompson [1979] 2 NSWLR 322 referred to
Renard Constructions (ME) Pty Ltd v Minister for Public Works (1992) 26 NSWLR 234 referred to
Service Station Association Ltd v Berg Bennett & Associates Pty Ltd (1993) 45 FCR 84 referred to
Hughes Aircraft Systems International v Airservices Australia (1997) 76 FCR 151 referred to
Alcatel Australia Ltd v Scarcella (1998) 44 NSWLR 349 referred to
Garry Rogers Motors (Aust) Pty Ltd v Subaru (Aust) Pty Ltd (1999) ATPR §41-703 referred to
Aiton Australia Pty Ltd v Transfield Pty Ltd (1999) 153 FLR 236 referred to
Asia Television Ltd v Tau's Entertainment Pty Ltd [2000] FCA 254 referred to
Advance Fitness Corporation Pty Ltd v Bondi Diggers Memorial & Sporting Club Ltd [1999] NSWSC 264 referred to
Far Horizons Pty Ltd v McDonald's Australia Ltd [2000] VSC 310 referred to
Commonwealth v Amann Aviation Pty Limited (1991) 174 CLR 64 referred to
NSW Cancer Council v Sarfaty (1992) 28 NSWLR 68 referred to
MJB Enterprises Ltd v Defence Construction (1951) Ltd (1999) 170 DLR (4th) 577 referred to
Tymshare Inc v Covell 727 F2d 1145 (1984) referred to
Willow Grange Pty Ltd v Yarra City Council, (SC of Vic, Byrne J, 1 December 1997, unreported) referred to
Zusman v Royal Western Australian Bowling Association (Inc) [1999] WASC 86 referred to
Sykes v Reserve Bank of Australia (1998) 88 FCR 511 referred to
Bowler v Hilda (1998) 80 FCR 191 referred to
Wheeler Grace & Pierucci Pty Ltd v Wright (1989) ATPR §40-940 referred to
Ting v Blanche (1993) 118 ALR 543 referred to
Miba Pty Ltd v Nescor Industries Group Pty Ltd (1996) 141 ALR 525 referred to
James v Australia and New Zealand Banking Group Ltd (1986) 64 ALR 347 referred to
Demagogue Pty Ltd v Ramensky (1992) 39 FCR 31 referred to
Marks v GIO Holdings Ltd (1998) 196 CLR 494 referred to
ICI Australia Operations Pty Ltd v Trade Practices Commission (1992) 38 FCR 248 referred to
Australian Competition and Consumer Commission v Z-Tek Computer Pty Ltd (1997) 78 FCR 197 referred to
Bowstead & Reynolds on Agency, (16th Ed, 1996)
Restatement, Third, Agency, Tentative Draft No 1
3 Am Jur 2d, "Agency"
Restatement,
Second, Agency
2A Corpus Iuris Secundum "Agency"
Fisher, Agency Law, (2000)
10 Halsbury's Laws of England, 1st Ed, (1909)
Norton on Deeds, (2nd Ed, 1928)
Clarke & Corones, Competition Law & Policy, (1999)
Lindley & Banks on Partnership, (17th Ed, 1995)
59A Am Jur 2d "Partnership"
Cheshire & Fifoot, Law of Contract (7th Aust Ed, 1997)
Restatement,
Second, Contracts
Finn (ed), Essays on Contract, (1987)
Fried, Contract as Promise, (1981)
Farnsworth, Contracts, (2nd Ed, 1990)
SOUTH SYDNEY
DISTRICT RUGBY LEAGUE FOOTBALL CLUB LIMITED v NEWS LIMITED & ORS
N 1295 of 1999
FINN J
3 NOVEMBER
2000
SYDNEY
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IN THE FEDERAL COURT OF AUSTRALIA |
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BETWEEN: |
SOUTH SYDNEY DISTRICT RUGBY LEAGUE FOOTBALL CLUB LIMITED (ACN 002 487 390) APPLICANT |
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AND: |
NEWS LIMITED (ACN 007 871 178) FIRST RESPONDENT NATIONAL RUGBY LEAGUE INVESTMENTS PTY LIMITED (ACN 081 778 538) SECOND RESPONDENT AUSTRALIAN RUGBY FOOTBALL LEAGUE LIMITED THIRD RESPONDENT (ACN 003 107 292) NATIONAL RUGBY LEAGUE LIMITED (ACN 082 088 962) FOURTH RESPONDENT AND the Fifth to Twenty-third Respondents set out in the Schedule |
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DATE OF ORDER: |
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WHERE MADE: |
THE COURT ORDERS THAT:
1. The application be dismissed.
2. The matter be set down for further directions on the issue of costs.
Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
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IN THE FEDERAL COURT OF AUSTRALIA |
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JUDGE: |
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DATE: |
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PLACE: |
REASONS FOR JUDGMENT
introduction..................................................................................................................... 3
PART I: preliminary
matters................................................................................... 5
1. PRINCIPAL WITNESSES............................................................................................. 5
2. GENERAL CHRONOLOGY.......................................................................................... 7
PART II: THE
SECTION 45 CLAIMS................................................................................. 25
1. THE STATUTE............................................................................................................. 25
2. SOUTHS' VARIOUS S 45 CLAIMS............................................................................ 28
3. THE FOURTEEN TEAM TERM.................................................................................. 28
4. THE CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS.......................... 29
5. AGENCY AND NRL.................................................................................................... 35
(a) Additional Factual Material.................................................................................... 36
(b) Applicable Principles............................................................................................... 48
(c) Submissions and Conclusions.................................................................................. 50
6. SERVICES.................................................................................................................... 58
(i) and (ii) Competition Organising Services and Team Services................................. 59
(iii) Funding Services................................................................................................... 60
(iv) Entertainment Services and the Fourteen Team Term......................................... 63
7. COMPETITION........................................................................................................... 63
8. PURPOSES AND THEIR OBJECTS............................................................................ 67
(a) Applicable Principles and Statutory Provisions...................................................... 67
(b) Additional Factual Material.................................................................................... 71
(c) Submissions and Conclusions.................................................................................. 83
9. THE "CEASE ALTOGETHER" TERM......................................................................... 96
10. THE SERVICES AGREEMENT................................................................................... 97
11. DEFENCES.................................................................................................................. 97
(a) The exclusive dealing defence............................................................................... 97
(b) The merger of assets defence................................................................................ 99
12. RELIEF....................................................................................................................... 100
13. CONCLUSION.......................................................................................................... 101
PART III: the contract claims............................................................................ 101
1. WAS THERE A CONTRACT WITH THE NRL PARTNERS?.................................. 102
(a) Additional Factual material.................................................................................. 103
(b) Applicable principles and statutory provisions..................................................... 113
(c) Was there a partnership as at 24 March 1998? Submissions and Conclusions... 115
(d) Did ARL Contract for the Partnership? Submissions and Conclusions............... 117
2. THE TERMS OF THE CONTRACT.......................................................................... 120
3. OTHER POSSIBILITIES............................................................................................ 130
4. OTHER MATTERS..................................................................................................... 136
5. RELIEF....................................................................................................................... 136
PART IV: THE S 52 CLAIMS............................................................................................. 137
Applicable Principles and Statutory Provisions......................................................... 138
1. The first representation: 28 April 1998............................................... 139
2. The second representation: 8 May 1998............................................... 145
(a) Additional Factual Material.................................................................................. 146
(b) Submissions and Conclusions................................................................................ 156
3. The third representation: 8 September 1998 (I)............................... 160
(a) Additional Factual Material.................................................................................. 161
(b) Submissions and Conclusions................................................................................ 164
4. The fourth representation: 8 September 1998 (II).......................... 167
(a) Additional Factual Material.................................................................................. 168
(b) Submissions and Conclusions................................................................................ 174
Other matters.............................................................................................................. 178
5. RELIEF...................................................................................................................... 178
6. CONCLUSIONS........................................................................................................ 179
SCHEDULE: GLOSSARY OF
TERMS ETC.............................................................................
1 On 19 December 1997 both Australian Rugby Football League Ltd ("ARL") and News Ltd ("News") issued media releases announcing their intentions to enter into a partnership that would unite their respective rugby league competitions in 1998 so bringing to an end what had become known as the "Super League war". Fundamental to the competition proposed was that by the year 2000 it would be reduced to one of fourteen teams. This "fourteen team term", as it has been called, is at the centre of the dispute in this proceeding.
2 The applicant, South Sydney District Rugby League Football Club Ltd ("Souths"), was a foundation club in the premiership rugby league competition that began in Sydney in 1908. Thereafter it was a constant participator in premier competitions until the end of the 1999 competition when it was unsuccessful in securing admission to the fourteen team National Rugby League competition ("the NRL competition") for the year 2000. This proceeding is concerned with Souths' objections both to the fact of its exclusion from the NRL competition and to the manner of it.
3 The respondents to the proceeding are many. All of the football clubs and entities either that participated in the selection process for the NRL competition in 2000 or that were licensed to participate in that competition have been joined. Theirs has been a passive role in the litigation, Souths having made plain that it does not seek by its claim to have any team excluded from the NRL competition that was successful in being selected for the competition in 2000. Souths' principal targets are ARL, News, and two other companies. One of these is National Rugby League Investments Pty Ltd ("NRLI"), a News subsidiary, that became ARL's partner in the partnership ("the NRL partnership") that was envisaged in the 19 December 1997 announcements. The other company, National Rugby League Ltd ("NRL"), is jointly owned and controlled by ARL and NRLI and was appointed by them as the NRL partners to conduct the NRL competition. I should note that in these reasons the acronyms NRL and NRLC Co are used to refer to the same entity. The relief sought in the proceeding whether by way of declarations, injunctions or damages is limited to that against News, NRLI, ARL and NRL. I should note that the practical defence of this proceeding has been conducted by News, NRLI and NRL. ARL has not sought actively to advance a defence independent of those put by these other respondents.
4 Souths' claims fall into three general categories. The first (which I will call "the s 45 claims") is that it was unlawful for ARL, News, NRLI and NRL to make or give effect to the agreement for a fourteen team term in 2000, as also for a related term for the funding of the teams in 2000, as those terms were exclusionary provisions within the meaning of s 4D and s 45 of the Trade Practices Act 1974 (Cth) ("the TP Act"). There is an additional, alternate s 45 claim to which it is unnecessary to refer at this point. The second category of claims ("the contract claims") is based on breaches of an alleged contract Souths made with the NRL partners on 24 March 1998. The various breaches complained of relate to implied terms which (compendiously described) obliged the partners to adopt and to apply fairly and reasonably, criteria for selection for the 2000 competition that were themselves fair and reasonable. The essence of Souths' various grievances is that it was unfairly dealt with by the partners. The third category ("the s 52 claims") involves alleged contraventions of s 52 of the TP Act, it being contended that various representations made as to the formulation and application of the selection criteria for the 2000 competition were misleading or deceptive or were likely to mislead or deceive. There is considerable overlap in the substance of the contract and the s 52 claims. It will be necessary later to refer to the pleadings in some detail. As I will indicate, for certain purposes it will be as important to emphasise what has not been pleaded as what has been pleaded.
5 Turning to the structure of my reasons, the proceeding raises a range of issues of factual and legal complexity. The format of these reasons will reflect this. Necessarily they are of some length. To assist understanding I have included a schedule that contains a glossary of terms, acronyms and proper names. Likewise, before dealing with the three distinct categories of claim made by Souths, I have provided both a description of the principal witnesses who gave evidence in the proceedings and a general chronology of events so as to provide the setting of the various claims made. As each particular claim in each separate category is considered, the additional factual material relevant to it will be separately outlined.
6 I should also indicate at the outset that, given the conclusions at which I have arrived on some number of matters, I have not always gone on to consider claims founded on contrary conclusions. In consequence there is a range of very detailed factual issues to which I have not referred. I have taken this course in the interests of time. It has been clear to all concerned, myself included, that a speedy resolution of this proceeding is required if such opportunity as Souths may have to secure admission to the 2001 competition is not rendered illusory by the passage of time.
7 This alphabetical list is of those persons who gave evidence whose positions made them significant actors in the events that gave rise to this proceeding. Frequent reference will be made to them. I should indicate that, where their evidence (oral or affidavit) is recounted in these reasons, I accept that evidence save where I indicate to the contrary.
8 1. Edwin Farish. Mr Farish is a chartered accountant. He was Finance Manager of NRL from October 1998 to January 2000. He was a member of the Admission Criteria Committee ("the ACC").
9 2. Richard Fisher. Mr Fisher is a partner in the firm of chartered accountants, Ernst & Young. He has employment experience in, amongst other things, auditing and business strategy advice, and an expertise that focussed on major sports, events and venues. He led a team that advised NRL on the application of the Admission Criteria that determined the selection of clubs to participate in the NRL competition in 2000.
10 3. Ian Frykberg. Mr Frykberg has had a long career in both the print and television media particularly in relation to sport. From late 1996 until 1998 he was News' Executive Director of Sport, a position that made him directly responsible for the operation of Super League in 1997. With Mr Macourt (below) he was responsible from mid-1997 for the negotiations with ARL that led to the formal establishment of the NRL competition in May 1998 and the formal end to what was known as the "Super League war" between News and ARL. He was an NRLI appointee to both the board of NRL and to the Partnership Executive Committee ("the PEC") of the NRL partnership.
11 4. Peter Jourdain. Mr Jourdain was chief operating officer of Super League Pty Ltd ("Super League") from 1996 until early 1998 when he became General Manager of NRL. He remained in that position until November 1998. He is an accountant. He was responsible for integrating the Super League interests into the NRL competition. He led the team that developed the Admission Criteria for the 2000 competition.
12 5. Peter Macourt. Mr Macourt is a director of News and of NRLI. He has been the Chief Financial Officer of News since 21 July 1994 and its Deputy Chief Executive Officer since 1 September 1998. He was appointed by NRLI to the NRL Partnership Executive Committee. With Mr Frykberg he was responsible for negotiations with ARL to merge the ARL and Super League competitions.
13 6. Ian Philip. Mr Philip has been Chief General Counsel of News since 1997. He was an NRLI appointee to the NRL Partnership Executive Committee. He was involved from the beginning of 1998 in negotiating and settling the documentation that effected the formal merger of the ARL and Super League competitions in May 1998.
14 7. George Piggins. Mr Piggins was appointed Chairman of the board of directors of Souths in August 1990. He has had a long association with the club both as a first grade player and as a coach. He was an opponent of the in principle peace deal agreed to by most of the ARL clubs on 19 December 1997. Since 1998 he has asserted Souths' right to challenge the fourteen team term.
15 8. Neil Whittaker. From late 1996 until mid-1998 Mr Whittaker was Chief Executive Officer ("CEO") of ARL and General Manager of NSWRL. In January 1998 he was nominated CEO of NRL. He relinquished that position in October 1999. He was a first grade player for Balmain and a director on Balmain's board for two periods. He was one of ARL's negotiators with News from July 1997.
Background: 1907-1997
16 Souths was formed at a meeting held in Redfern, Sydney, on 17 January 1908. It was the third of nine clubs formed that year and won the first premiership competition conducted by NSWRL in the same year. NSWRL was established in 1907. Both it and the clubs of that time were unincorporated associations. The clubs constituting NSWRL changed over time, some withdrawing, others joining. Of note for present purposes, Canberra and Illawarra joined NSWRL's competition in 1982. Brisbane, Newcastle and Gold Coast joined in 1988.
17 In 1982 Souths, in common with the other clubs, incorporated using the form of a company limited by guarantee. NSWRL took the same step on 21 December 1983. Early in December 1983 the General Committee of NSWRL passed a resolution to amend NSWRL's constitution to make it plain that the clubs were not entitled to participate in its competition as of right. This resolution was later reflected in NSWRL's articles of association on its incorporation. From 1984 until at least 1995, the clubs were required formally to apply on a year by year basis for admission to the NSWRL competition. At the time of the "Super League war" litigation between News, and ARL and NSWRL in 1995/1996, Rule 40 of the NSWRL rules provided that a club which had entered a team in one season would not be entered as of right in the following season, the board of NSWRL being entitled to refuse the application of any club to enter a team in any of NSWRL's competitions.
18 On 23 May 1986, ARL was incorporated. In 1992 an organisational review of ARL was conducted by a Dr G Bradley, apparently, for NSWRL. At the time of the Bradley Report there were sixteen teams in the competition. The Report will be referred to in a little detail later in these reasons. Here I would note that it recommended that, to enable the competition to become a national one, NSWRL's competition should be run by it on behalf of ARL. It likewise proposed, in the long term, a reduction in the number of clubs in that national competition to fourteen thus allowing the clubs to play two complete ("home and away") rounds.
19 In 1995, the number of participating teams had grown to twenty, with the competition by then being conducted by NSWRL on behalf of ARL. This was the year when the Super League war began. News, through its subsidiary Super League, moved to establish its own premier rugby league competition. Its ten teams were in part newly created clubs and in part, former ARL clubs that had changed their allegiance. After protracted litigation, culminating in the decision of the Full Court of this Court in News Ltd v Australian Rugby Football League Ltd (1996) 64 FCR 410, the Super League competition commenced in 1997. Its teams were, to abbreviate, Brisbane, Cronulla, Canberra, Penrith, Canterbury, Auckland, Perth, North Queensland, Adelaide and Hunter.
20 The ARL competition continued from 1995 but with now twelve teams. These were, again to abbreviate, Balmain, Manly, Norths, Parramatta, St George, Souths, Sydney City, Wests, Newcastle, Illawarra, Gold Coast and South Queensland. I would emphasise in passing the distinctly higher proportion of Sydney based teams in the ARL competition than in Super League's.
21 In March 1996, ARL and Optus Vision Pty Ltd ("Optus") entered into a sponsorship arrangement that resulted in the ARL competition being named the "Optus Cup". Optus in turn was to make significant financial provision for the participating clubs in 1997 ($2 million per club) and 1998 ($1.8 million per club). As from August 1995 ARL had as well a comprehensive funding agreement with Nine Network Australia Pty Ltd ("Nine").
22 In December 1996 Mr Whittaker was appointed General Manager of NSWRL and CEO of ARL. He relinquished both positions in mid-1998.
23 Souths continued to participate in the ARL competition, though still on the basis of annual applications to participate. By countersigned letter dated 18 July 1997, Souths contracted with ARL and NSWRL for the 1998 and 1999 seasons. The letter stated in part:
"Subject to the Club receiving the agreed funding of $1,800,000 not later than 30 October 1997 and $1,600,000 not later than 30 October 1998, the Club will:-
(a) continue to support the ARL and the NSWRL in both the 1998 and 1999 seasons; and
(b) participate in the Optus Cup Competition in those years.
The Club also authorises the ARL/NSWRL to negotiate with Optus Vision with a view to, if possible, accelerate the timing of payment of funding for each of the 1998 and 1999 seasons.
The Club continues to support the efforts of the ARL/NSWRL to seek a united competition."
24 This agreement was prompted by a letter from Optus to ARL of 18 July 1997 that stated, inter alia, that subject to confirmation of club loyalty for the 1998 and 1999 seasons (in the form loyalty agreements executed by the ARL clubs), Optus would continue to fund the 1998 and 1999 ARL seasons in the amount of $1.8 million per club per season. There were certain conditions attached to the funding that need not be recounted. Additionally, Optus agreed to continue to negotiate funding for the 2000 season and beyond. The letter also stated that ARL/NSWRL and Optus would continue to work together for a united competition and to minimise Optus' funding requirement under such a competition. It was noted that "there will be benefits from having one competition".