HIGH COURT OF SOLOMON ISLANDS

Case name: 	Fairtrade Co Ltd v Gallego Resources Ltd 	
		
Citation:		
		
Date of decision: 	27 February 2026	
		
Parties: 	Fairtrade Company Limited, Sam Patavaqara, Aseri Pitu, Venina Bird, Jiulyn Suri and Timothy Sivi	
		
Date of hearing: 	24 September 2025	
		
Court file number(s): 	150 of 2020 	
		
Jurisdiction: 	Civil 	
		
Place of delivery: 		
		
Judge(s): 	Lawry; PJ	
		
On appeal from:		
		
Order:	1. The Claim is dismissed.
2. The declarations sought by the Claimants are refused.
3. The applications for permanent injunctive relief are refused.
4. The claims for damages are dismissed.
5. The Claimants shall pay the Defendants’ costs of the proceeding on the standard basis.	
		
Representation: 	Ms S Sikua for the First and Second Claimant 
Mr R Kingmele for the First , Second and Fourth Defendant	
		
Catchwords: 		
		
Words and phrases:		
		
Legislation cited:	Company Act 2009, S 201, 
The Constitution, Schedule 3, 
Forest Resources and Timber Utilisations Act 
Contract Law 
Solomon Islands Courts (Civil Procedure) Rule 2007, r 6.4, 	
		
Cases cited:	Heyman v Darwins Ltd [1942] AC 356, Photo Product Ltd v Securicor Transport Ltd [1980] AC 827, Joseph Meke v Solomon Islands Sheet Ltd [1998] SBHC 115, Vitol SA v Norelf Ltd (The Santa Clara) [1996] AC 800, Foran v Wight [1989] 168 CLR 385, British and Beningtons Ltd v NW Cachar Tea Co Ltd [1923] AC 48, Fitzgerald v Master [1956] 95 CLR 420, Malaita Development Authority v Ganifiri [2002] SBHC 5, Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896, Arnold v Britton [2015] AC 1619, Freeman & Lockyer v Buckhurst Park Properties Ltd [1964] 2 QB 480, Northside Development Pty Ltd v Registrar General [1990] 170 CLR 146, Simbe v East Choiseul Area Council [1999] SBCA 9, Success v Premier of Guadalcanal Province, Rima, Attorney-General [2011] SBCA 19, Bekele v Bulacan Integrated Wood Industries Ltd [2004] SBHC 122, Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd [1994] 1 AC 85. Tolhurst v Associated Portland Cement manufacturers Ltd [1903] AC 414, Banque Commercial SA v Akhil Holdings Ltd [1990] 169 CLR 279, Isaac v Commissioner of lands [2025] SBCA 15, John Page v Champion Financial Management Limited and other [2014] EWHC 1778, Heyman v Darwins Ltd [1942] AC 356, Photo v Production Ltd v Securicor Transport Ltd [1980] AC 827, Joseph Meke v Solomon Sheel Ltd [1998] SBHC 115, British Russian Gazette v Association Newspapers Ltd [1933] 2 KB 616, 	

IN THE HIGH COURT OF SOLOMON ISLANDS
CIVIL JURISDICTION

Civil Case No. 150 of 2020 

BETWEEN:

FAIRTRADE COMPANY LIMITED
First Claimant

AND:

SAM PATAVAQARA, ASERI PITU, VENINA BIRD, JIULYN SURI and TIMOTHY SIVI
[Representing the Togele Tribe of North New Georgia]
Second Claimant

AND:

GALLEGO RESOURCES LIMITED
First Defendant

AND:

ROBERT RIQEO and AGASI NGANGULA
[Minority Proprietor of Konggukolo Resources Development Company]
Second Defendant

AND:

ATHENA INVESTMENT LIMITED
Third Defendant

AND:

GEORGE SIHEVA ARI, JOHN ARI, AU ARI, SIMEON ARI, ELLIOT RIQEO and MATAI RIQEO
[Members of Ari and Reqeo Family Supporting
Fourth Defendant

Date of Hearing: 24 September 2024
Date of Judgment: 27 February 2026

Counsel 
Ms S Kilua for the First and Second Claimants
Mr R Kingmele for the First, Second and Fourth Defendants
JUDGMENT 
INTRODUCTION
1. 	This proceeding concerns competing claims to the right to conduct timber harvesting operations in the Luqa Konggukolo concession area in Western Province under Felling Licence No. TIM 2/126, issued by the Commissioner of Forests on 6 July 2017 and expiring on 6 July 2020.
2. 	The dispute arises from successive contractual arrangements entered into by the licence holder, Konggukolo Forest Resources Development Company (“KFRDC”), with different commercial operators in relation to the exercise of rights under that licence.
3. 	On 21 July 2017 KFRDC entered into a Technology and Management Agreement with Athena Investment Limited (‘Athena’), under which Athena was to conduct logging operations within the concession. In that agreement the Second Claimant was referred to as the Licensee and the Third Defendant was referred to as the Contractor. Included in that agreement clauses 9, 10, 18 and 19 are of particular relevance to these proceedings. They provide: 
	“…9. To enable Contractor to make preparations for such timber operations, Licensee upon signing hereof shall permit the Contractor and it’s authorised the agents and employees to enter upon the said concession to make preparations to fulfil its obligations under this agreement…
	“10. Licencee shall ensure that Contractor has full and uninterrupted access to the timber operation areas within the concession and shall compensate the Contractor for any losses sustained due to any delays caused by the Licencee as best Licencee could…
	“18. Contractor shall have the absolute right to retain and/or employ such agents servant and consultants to enable it to carry out its obligations under this Agreement and/or to assign its rights hereunder to any person or corporation upon such terms and conditions as it deems fit provided however, that upon such assignment being made by the contractor shall provide the licensee with the particulars of the assignee(s)…
	“19. This Agreement may be terminated by either party giving a three (3) months notice to the other party if and only if: 
i) 	 the other party breaches any of the provisions of the Agreement and fails to remedy the same within 30 days after being required to do so by notice in writing.
ii) 	 the other party enters into liquidation either voluntarily or compulsory with reconstruction excepted.
iii) 	. Contractor is prevented for a continuous period of two months from carrying out its obligations properly and efficiently by any reason outside of the control of the Licensee and Contractor other than those imposed by Forestry.
iv) 	 In entering this Agreement the Licensee hereby acknowledges that substantial investments have been made by the Contractor to construct the logging operation infrastructures, logging roads, bridges and wharf facilities. As such due consideration and compensation to the Contractor will be required in the event of a premature termination of this Agreement by the Licensee without due cause.
v) 	In the event the Contractor terminates this Agreement without due cause the Contractor shall compensate the Licensee. The right of termination granted under this clause shall not prejudice the right and remedy of either party in respect of the breach to each other.”
4. 	On 28 August 2019 KFRDC entered into a further agreement, described as a Technology and Marketing Agreement, with Fairtrade Company Limited (“Fairtrade”). That later arrangement is said by the Claimants to have replaced the earlier contractual framework.
5. 	Although the evidence ranged across a number of factual disputes and collateral matters, the determination of this proceeding largely turns on a single controlling question. That question is whether the 2017 agreement with Athena had been validly brought to an end, either in accordance with its terms or at general law, before the later agreement with Fairtrade was entered into. If it had not, the legal consequences of the subsequent contractual arrangements and later operations within the concession follow from that conclusion.
6. 	The First Claimant is Fairtrade Company Limited, the counterparty to the 2019 agreement. The Second Claimants are individuals described in the agreed facts as majority proprietors or representatives associated with KFRDC.
7. 	The First Defendant, Gallego Resources Limited, is a company said to have entered the concession and conducted operations in 2020. The Second Defendants are individuals described as minority proprietors or representatives of KFRDC.
8. 	The Third Defendant, Athena Investment Limited, was the counterparty to the 2017 agreement and the operator originally engaged to conduct logging operations. The Fourth Defendants are individuals associated with landowning groups supporting the Second Defendants.
9. 	The Claimants seek declaratory and injunctive relief determining which contractual arrangements governed operations within the concession at relevant times, together with damages said to arise from interference with the operations they claim to have been entitled to undertake.
10. 	The Defendants resist that relief and contend that the contractual framework established by the 2017 agreement remained in force at the time of the later arrangements, with the consequence that any subsequent agreement inconsistent with that framework could not confer operative rights. They have provided copies of the documentation said to assign the rights of Athena to a company named Jaya Berjaya Limited who in turn assigned the rights to the First Defendant.
11. 	The matter proceeded to trial in November 2024. The Court heard oral evidence from witnesses including Mr Chachabule and Mr Sam Patavaqara and considered the documentary record contained in the court book. The issues for determination are those identified in the parties’ agreed issues and the pleadings, to be resolved on the basis of the evidence and submissions of counsel.
RELIEF SOUGHT
12. 	The Claimants seek declaratory, injunctive and compensatory relief arising from the alleged interference with logging operations within the concession. In substance, the relief sought is directed to establishing the validity and operative effect of the Technology and Marketing Agreement dated 28 August 2019 (“TMA 2019”) and restraining the Defendants from acting inconsistently with that arrangement.
13. 	In particular, the Claimants seek declarations that TMA 2019 is valid and binding, that the Defendants lack entitlement to interfere with operations undertaken pursuant to it, and that the First Defendant’s entry into the concession constituted trespass and unlawful interference with the Claimants’ contractual rights.
14. 	The Claimants further seek permanent injunctive relief restraining interference with the Claimants’ operations and damages said to arise from loss of production, business disruption, and environmental harm allegedly caused by the Defendants’ conduct.
15. 	The Defendants resist that relief and contend that the earlier Technology and Management Agreement dated 21 July 2017 (“TMA 2017”) remained subsisting at all material times. On that footing, they submit that the Claimants cannot establish any operative entitlement arising from TMA 2019 and that the relief sought must fail.
ISSUES FOR DETERMINATION
16. 	The issues for determination arise from the pleadings, the agreed facts, and the submissions of counsel. In substance they are:
1.	whether the TMA 2017 was brought to an end prior to August 2019, whether pursuant to its express provisions or at general law;
2.	if TMA 2017 remained subsisting, what legal effect that had upon the later Technology and Marketing Agreement dated 28 August 2019 (“TMA 2019”);
3.	in light of those conclusions, whether the entry into and operations within the concession undertaken by the First Defendant in 2020 were unlawful; and
4.	what relief, if any, should be granted.
17. 	The Court therefore turns first to the evidence relevant to those issues.
EVIDENCE
18. 	Mr Chachabule Amoi gave evidence concerning the contractual history of the concession, the arrangements said to derive from the TMI 2017 between the Licensee and Athena Investment Limited (“TMA 2017”), and the events leading to the later agreement with the First Claimant.
19. 	Mr Amoi stated that he had read TMA 2017 and understood it to authorise Athena to undertake logging operations within the concession and to export logs as agent of the Licensee. He said that shortly after execution of TMA 2017 Athena subcontracted Jaya Berjaya Limited to carry out operations on its behalf and that, in his understanding, rights and obligations arising under the agreement were transferred to that entity.
20. 	Mr Amoi further stated that Jaya Berjaya Limited later entered into a deed with the First Defendant under which operational rights were transferred to it. He described the First Defendant’s position as deriving from that sequence of arrangements.
21. 	Mr Amoi referred to a Memorandum of Understanding dated 27 July 2018 between the First Defendant and certain landowners of Lobi Babanga. He said he understood the document to permit the First Defendant to establish a log pond and camp and to facilitate operations within the concession.
22. 	Mr Amoi stated that disputes later arose between landowners and operators. He referred to correspondence dated 7 March 2019 in which persons described in the correspondence as trustees/directors of the Licensee wrote to the Commissioner withdrawing support from the First Defendant.
23. 	He stated that in or about May 2019 Athena ceased its operations and vacated its camp within the concession. He attributed that development to disputes involving landowners and stated that, notwithstanding the cessation of operations, Athena and those claiming through it continued to assert rights under TMA 2017.
24. 	Mr Amoi stated that on or about 28 August 2019 a Technology and Marketing Agreement (“TMA 2019”) was executed with the First Claimant and that he regarded that agreement as the basis upon which the First Claimant later sought to undertake operations.
25. 	He referred to correspondence from the Commissioner stating that the 2017 agreement had been terminated and that the 2019 arrangement was recognised/approved for licensing purposes. He also referred to a meeting held at Vakambo on 23 September 2019 which, he said, voted in favour of the First Claimant acting as contractor.
26. 	Mr Amoi referred to further correspondence in late 2019 and early 2020 concerning attempts to terminate the later arrangement and said he understood those steps to be inconsistent with the position taken at the Vakambo meeting and with what he described as the wishes of a majority of landowners and trustees.
27. 	He stated that the First Claimant commenced operations in or about December 2019 and that on 31 March 2020 the First Defendant entered the concession and commenced logging activities. He described that entry as occurring without notice to those supporting the First Claimant.
28. 	Mr Amoi said that, in his view, the First Claimant suffered loss as a result of the First Defendant’s entry and subsequent activities.
29. 	In cross-examination Mr Amoi accepted that there were disputes among trustees and landowners concerning authority within the Licensee. He also accepted that he had not personally received certain correspondence relied upon by the Defendants and that parts of his understanding of events derived from information provided by others. He nevertheless maintained that he believed the later agreement reflected the wishes of the majority.
Evidence of Mr Sam Patavaqara
30. 	Mr Sam Patavaqara gave evidence concerning the governance of the Licensee, his asserted role and authority within it, events surrounding Athena’s cessation of operations, and the circumstances in which the later agreement with the First Claimant was executed.
31. 	Mr Patavaqara stated that his involvement in the affairs of the Licensee derived from earlier appointments and roles within the tribe and company and that his later position as proprietor, director and contact person represented, in his account, a continuation of that authority.
32. 	He rejected the suggestion that he lacked authority to act for the Licensee and maintained that he acted with the knowledge and support of trustees and beneficiaries. He disputed allegations that he acted unilaterally or for personal benefit.
33. 	In relation to Athena, Mr Patavaqara referred to a meeting said to have been held on 12 June 2019. He stated that the meeting addressed Athena’s financial position and inability to continue operations and that Athena indicated an intention to leave the concession. He said that, in his understanding, termination of the earlier arrangement followed from those circumstances.
34. 	He expressed the view that any continuing support for Athena was confined to a minority and did not reflect the wishes of the majority of trustees or landowners.
35. 	Turning to the later agreement, Mr Patavaqara stated that he consulted representatives of the First Defendant prior to entering into TMA 2019 and that, when the First Defendant declined to enter a technology agreement with the Licensee, the Licensee sought an alternative contractor.
36. 	He denied that the agreement with the First Claimant was entered into improperly or without authority and asserted that it reflected the wishes of landowners and trustees.
37. 	Mr Patavaqara also gave evidence concerning meetings in late 2019 which were said to have opposed or sought to terminate the Fairtrade arrangement. He asserted that those meetings lacked proper quorum or authority and did not bind the Licensee.
38. 	He further referred to matters concerning renewal of the felling licence and stated that continued logging operations reflected what he described as the wishes of a majority of trustees and beneficiaries.
39. 	In cross-examination Mr Patavaqara accepted that, at the time of execution of TMA 2017 and at the time of his letter to the Commissioner dated 28 August 2019, he was not a registered proprietor or trustee of the Licensee and that he did not sign the contractual instruments relied upon in the proceeding. He also accepted that TMA 2017 contained termination provisions requiring notice which was not formally given. He nevertheless maintained that Athena’s departure effectively brought the earlier arrangement to an end.
Evidence of Mr Hook Ping Wong
40. 	Mr Hook Ping Wong gave evidence as former General Manager of the First Defendant concerning the basis upon which the First Defendant claimed to operate within the concession and its understanding of the contractual framework derived from TMA 2017.
41. 	Mr Wong stated that the First Defendant’s involvement derived from a chain of contractual arrangements beginning with TMA 2017. He said that Athena’s rights were assigned to Jaya Berjaya Limited and that Jaya Berjaya in turn assigned operational rights to the First Defendant. He stated that the First Defendant regarded those rights as continuing throughout the relevant period.
42. 	Mr Wong stated that the First Defendant never received notice from the Licensee or Athena that the relevant arrangements had been terminated. He said that although he was later informed by officials that the agreement had been terminated, he did not understand that any contractual termination notice had been served.
43. 	Mr Wong also referred to a meeting he said he had with the Commissioner of Forests in October 2019 during which he explained that no termination notice had been received. He said export permits were thereafter issued to the First Defendant in respect of logs harvested within the concession.
44. 	Mr Wong referred to communications and meetings involving trustees and landowners in late 2019 expressing concern about the First Claimant’s operations and requesting removal of machinery from the concession area.
45. 	Mr Wong maintained that the First Defendant continued to regard its rights to operate within the concession as valid and not lawfully terminated.
46. 	In cross-examination Mr Wong was taken to his statement that a letter dated 23 December 2019 informed the First Claimant of a decision said to have been made on 4 December 2019. It was suggested to him that the chronology appeared inconsistent. The matter was not explored further in evidence and Mr Wong was not asked to explain the sequence. The Court records the point as it emerged in cross-examination. No further evidence was led to resolve it, and the Court places no weight on it.
47. 	Mr Robert Riqeo gave evidence on behalf of the Second and Fourth Defendants. He stated that he is a trustee representing the De and Poke clans of Luqa Konggukolo customary land.
48. 	Mr Riqeo stated that trustees act as representatives of clans and that decisions concerning timber operations should be made by trustees on behalf of the traditional owners. He said trustees also serve as directors of KFRDC.
49. 	His evidence addressed governance and authority within KFRDC. He asserted that only trustees are proprietors of the company and that Mr Patavaqara was never appointed as trustee. He questioned the basis on which Mr Patavaqara appeared in company registration records and stated that amendments to registration details were made after litigation commenced.
50. 	Mr Riqeo stated that no meeting of trustees was convened at which Mr Patavaqara was appointed as proprietor or director and referred to a meeting at Ngarangari Village on 30 March 2020 which, he said, was convened without authority.
51. 	He confirmed that trustees and directors of KFRDC executed TMA 2017 with Athena and stated that Mr Patavaqara was not a signatory and was not a trustee or registered proprietor at that time.
52. 	Mr Riqeo gave evidence concerning the execution of TMA 2019. He stated that he signed the agreement after receiving it in Gizo but later realised that provisions he had sought were not included. He stated that, in his view, the agreement was driven by Mr Patavaqara and was not properly authorised in accordance with customary decision-making processes.
53. 	Mr Riqeo referred to meetings held at Babanga in October and December 2019 which, he said, were convened by trustees and elders and which resolved that the First Claimant should vacate and that the agreement with it should be terminated.
54. 	He stated that he subsequently communicated those decisions to Mr Patavaqara and to the First Claimant by correspondence.
Key documentary evidence
55. 	The documentary record formed an important part of the evidential material before the Court. The principal documents included the contractual instruments governing the concession and the correspondence relating to their operation and purported termination.
56. 	The Court had before it Felling Licence No. TIM 2/126, issued to the Licensee on 6 July 2017. The licence authorised timber harvesting within the concession area and established the regulatory framework within which contractor arrangements were to operate.
57. 	The Court also had before it the Technology and Management Agreement dated 21 July 2017 between the Licensee and Athena. That agreement provided for Athena to undertake timber operations within the concession and set out the parties’ respective rights and obligations, including provisions concerning duration and termination.
58. 	The Court further had before it the Technology and Marketing Agreement dated 28 August 2019 between the Licensee and the First Claimant. That agreement purported to appoint the First Claimant as contractor in respect of the same concession area. The existence and effect of this agreement are central to the dispute.
59. 	The documentary record also included deeds of assignment and related commercial arrangements relied upon by the Defendants as demonstrating that operational rights deriving from the 2017 agreement had been transferred or exercised through other entities. The legal significance of those arrangements is in issue.
60. 	In addition, the Court was provided with correspondence between the parties, trustees and the Commissioner of Forest Resources, including letters said to record attempts to terminate the 2017 agreement and letters said to support or oppose the later arrangement. Those communications form part of the material relevant to whether steps were taken capable of bringing the earlier agreement to an end.
61. 	The Court also had before it records of meetings, notices and resolutions relied upon by the parties as evidence of the views of trustees and landowners concerning the appointment of contractors and the continuation of operations within the concession.
62. 	In assessing the evidence, the Court has treated contemporaneous documents as an important source of objective evidence, particularly where oral testimony differed from the written record.
AGREED FACTS
63. 	The parties filed a document entitled Agreed Facts and Issues dated 8 March 2024. That document records a number of facts which were not in dispute and which the Court accepts as established.
64. 	It is agreed that the First Claimant, First Defendant and Third Defendant are companies incorporated under the Companies Act 2009. It is also agreed that the Fourth Defendants are members of the Luqa Konggukolo tribe who supported the First and Second Defendants. 
65. 	It is further agreed that on 21 July 2017 the Licensee entered into a Technology and Management Agreement with the Third Defendant in respect of the concession area and that the Third Defendant subsequently assigned operational rights to another entity, which in turn entered into arrangements with the First Defendant.
66. 	The parties agree that on 1 May 2019 the Third Defendant vacated its camp within the concession area. They also agree that a meeting occurred in June 2019 involving Mr Patavaqara and others concerning the future of operations.
67. 	It is agreed that on 28 August 2019 Mr Patavaqara signed a letter to the Commissioner of Forests purporting to terminate the 2017 agreement and that on the same date a Technology and Marketing Agreement was executed between the Licensee and the First Claimant. 
68. 	It is also agreed that in September and October 2019 the Commissioner wrote to the Third Defendant stating that the 2017 agreement had been terminated and that continued operations were not proper.
69. 	The parties further agree that the First Claimant later landed machinery within the concession area and commenced operations relying on the 2019 agreement. 
70. 	It is agreed that in March 2020 the First Defendant entered the concession area and commenced operations without notice to the Second Claimants. 
71. 	Finally, it is agreed that the First Defendant did not enter into any Technology and Management Agreement with the Licensee.
FINDINGS OF FACT
72. 	In determining the facts in dispute, the Court has considered the agreed facts, the documentary record, and the oral evidence of the witnesses. Where there has been conflict between oral testimony and contemporaneous documents, the Court has generally preferred the documentary record unless there is reason to doubt its accuracy or completeness. This approach reflects the ordinary principle that documents created at the time are often a more reliable guide to events than later recollection.
The 2017 Agreement and its operation
73. 	It is not disputed that on 21 July 2017 the Licensee entered into the Technology and Management Agreement (“TMA 2017”) with the Third Defendant.
74. 	The agreement provided for the Third Defendant to undertake logging operations within the concession on behalf of the Licensee, and the evidence establishes that operations were thereafter conducted pursuant to that arrangement.
75. 	The materials further show that the Third Defendant entered into downstream arrangements for the performance of operational obligations arising from the agreement. The existence of those arrangements is not in dispute, although their legal effect is contested.
76. 	The Court therefore finds that from July 2017 until at least mid-2019, logging operations within the concession were conducted pursuant to the contractual arrangements originating in TMA 2017.
Athena’s departure from the concession
77. 	It is agreed that the Third Defendant vacated its camp within the concession on or about 1 May 2019. The evidence of the witnesses confirms that by that time active operations by the Third Defendant had ceased.
78. 	The Court accepts that the Third Defendant ceased physical operations within the concession in May 2019. However, the cessation of physical operations does not of itself establish that the contractual relationship created by TMA 2017 had been terminated. That question depends on whether the agreement was brought to an end in accordance with its terms or at general law.
Whether TMA 2017 was terminated
79. 	The Court accepts that on 28 August 2019 Mr Patavaqara signed a letter addressed to the Commissioner of Forests which purported to terminate the 2017 agreement. The letter was not addressed to the Third Defendant and was not framed as a notice served under the termination provisions of the agreement. Further, on the evidence before the Court, Mr Patavaqara was not at that time a registered trustee, director, or authorised signatory of the Licensee. In those circumstances, the letter was not shown to have been issued by a person possessing authority to bind the Licensee in its contractual relations. 
80. 	The contractual termination provisions do not displace the possibility of termination at general law; however, the evidence does not establish that any notice complying with those provisions was served, nor does it establish conduct amounting to termination at general law. In those circumstances, the letter cannot be treated as a communication of election by the Licensee itself, but at most as a communication by an individual whose authority to bind the Licensee in its contractual relations had not been established.
Acceptance of repudiation
81. 	The Claimants contend that the Third Defendant’s departure from the concession in May 2019 amounted to repudiation of the 2017 agreement. The Court accepts that the Third Defendant ceased physical operations within the concession at that time.
82. 	The evidence does not establish that the Licensee communicated to the Third Defendant any formal acceptance of repudiation or any election to treat the agreement as at an end. No written communication accepting repudiation was produced. No notice to remedy any alleged breach was served on Athena. Instead, the communications relied upon by the Claimants were directed to the Commissioner of Forests rather than to the Third Defendant.
83. 	The Court therefore finds that, following the Third Defendant’s departure, no formal communication was made by the Licensee to the Third Defendant expressly accepting repudiation of the agreement.
Mutual discharge
84. 	It is also agreed that in September and October 2019 the Commissioner wrote to Athena stating that the 2017 agreement had been terminated and that continued operations were not proper. The Court accepts that this correspondence was received in the context of the regulator’s administration of the felling licence, and that the Commissioner appears to have acted upon information and representations made to the regulatory office rather than upon any independently verified contractual notice issued by KFRDC.
85. 	However, the Commissioner’s correspondence does not, of itself, establish that KFRDC had made and communicated a clear and unequivocal election, as between contracting parties, to treat TMA 2017 as discharged. The letters conveyed the Commissioner’s administrative position and understanding of events. They did not constitute a notice by KFRDC given under the termination provisions of TMA 2017, nor did they identify any act of KFRDC which, objectively, amounted to acceptance of repudiation at general law.
86. 	Further, the surrounding circumstances recorded in the evidence, including the continuing assertion by Athena and those claiming through it of rights under TMA 2017, and the contemporaneous disputes within KFRDC as to authority, support the conclusion that the contractual position between KFRDC and Athena was not unequivocally brought to an end by a communicated election. The Commissioner’s correspondence is therefore treated as part of the chronology and regulatory context, but it is not determinative of the contractual question whether an election to terminate was communicated to Athena.
87. 	The Court therefore finds that, although the parties’ conduct reflected disagreement and uncertainty concerning the future of operations, the evidence does not establish that both parties communicated a common intention that the 2017 agreement had ended.
Authority to enter TMA 2019
88. 	The Court finds that on 28 August 2019, on the same date as the letter to the Commissioner, a Technology and Marketing Agreement was executed between the Licensee and the First Claimant.
89. 	The evidence shows that the execution of that agreement was undertaken by persons associated with the Licensee whose authority to act was contested by other trustees and proprietors. The parties relied upon competing meetings, resolutions and communications to support their respective positions as to authority.
90. 	The documentary and oral evidence demonstrates that, by August and September 2019, there was a division within the Licensee concerning who was entitled to represent it in dealings relating to the concession and the appointment of contractors.
91. 	The Court therefore finds that, at the time the 2019 agreement was executed, authority within the Licensee was disputed and that different groups within the company asserted competing mandates to act on behalf of the landowners.
92. 	In light of the Court’s findings that TMA 2017 remained subsisting, it is not necessary to determine conclusively whether TMA 2019 was binding upon the Licensee as a matter of corporate authority. Even if the agreement were assumed to be valid as between the Licensee and the First Claimant, it could not, without lawful termination or substitution of the earlier agreement, operate to displace the contractual rights previously conferred under TMA 2017. The dispute therefore turns not on the internal validity of TMA 2019, but on the continued subsistence of the earlier contractual framework.
Subsequent entry by the First Defendant
93. 	It is agreed that in March 2020 the First Defendant entered the concession area and commenced logging operations there.
94. 	The First Defendant asserted that its operations derived from contractual arrangements connected to the earlier 2017 agreement and that it regarded those arrangements as continuing at that time.
95. 	The Claimants, by contrast, asserted that the First Defendant’s entry was inconsistent with the rights said to arise under the 2019 agreement.
Overall factual conclusions
96. 	Drawing the foregoing matters together, the Court is satisfied that the 2017 agreement provided the contractual framework under which logging operations were conducted within the concession from July 2017 until the cessation of the Third Defendant’s physical operations in May 2019.
97. 	The Court further finds that, although the Third Defendant ceased operations within the concession at that time, the materials do not disclose any formal notice of termination served in accordance with the contractual provisions, nor any communication from the Licensee expressly accepting repudiation of the agreement.
98. 	The Court also finds that, following the Third Defendant’s departure, the parties engaged in a series of communications and competing initiatives concerning the future of the concession, including attempts by different groups within the Licensee to appoint alternative contractors. Those events demonstrate uncertainty and internal division within the Licensee rather than any clearly documented consensus between the parties that the 2017 agreement had come to an end.
99. 	The Court finds that, on 28 August 2019, the 2019 agreement was executed in circumstances where authority within the Licensee was contested and where competing groups asserted mandates to act on behalf of the landowners.
100. 	The Court further finds that, by March 2020, the First Defendant entered the concession and commenced operations, asserting that its activities derived from arrangements connected to the earlier contractual framework, while the Claimants maintained that the 2019 agreement conferred operative rights upon them.
101. 	These findings establish the factual context within which the legal questions of termination, authority, and competing contractual rights fall to be determined.
APPLICABLE LAW 
A. Termination of contracts and repudiation
102. 	Contractual rights and obligations in Solomon Islands are governed primarily by the common law and equitable principles received through Schedule 3 of the Constitution, subject to any relevant statutory provisions. Questions of termination, repudiation, and discharge therefore fall to be determined by orthodox common-law doctrine.
103. 	It is well established that a repudiatory breach does not automatically terminate a contract. Termination requires the innocent party to elect to accept the repudiation and treat the contract as discharged. That principle has long been recognised in the common law, including in Heyman v Darwins Ltd [1942] AC 356 and Photo Production Ltd v Securicor Transport Ltd [1980] AC 827.
104. 	The same principle has been applied in Solomon Islands jurisprudence. In Joseph Meke v Solomon Sheet Steel Ltd [1998] SBHC 115, Palmer J (as he then was) observed that a breach, even if serious, does not of itself discharge the contract; the innocent party must elect whether to affirm the agreement or terminate it.
105. 	The election to terminate must be communicated, expressly or by conduct, in a manner that objectively conveys that the contract is treated as at an end. Mere inactivity, dissatisfaction, or preparatory steps do not suffice. The conduct relied upon must be clear and unequivocal. This requirement has been repeatedly affirmed in Commonwealth authorities, including Vitol SA v Norelf Ltd (The Santa Clara) [1996] AC 800 and Foran v Wight [1989] 168 CLR 385.
106. 	Whether a contract has been terminated for repudiation is therefore a question of law applied to fact, requiring the Court to determine both the existence of repudiatory conduct and whether the innocent party elected to terminate.
B. Discharge by agreement or conduct
107. 	A contract may also be discharged by mutual agreement, whether express or inferred from conduct. However, the common law requires clear evidence of a shared intention by both parties to abandon their contractual obligations.
108. 	This principle was articulated in British and Beningtons Ltd v NW Cachar Tea Co Ltd [1923] AC 48, and has been applied throughout the Commonwealth, including in Fitzgerald v Masters [1956] 95 CLR 420. Mutual discharge is not lightly inferred; the conduct relied upon must demonstrate an unmistakable consensus that the contract is at an end.
109. 	The same approach is reflected in local authority. In Malaita Development Authority v Ganifiri [2002] SBHC 5, the Court emphasised that unilateral actions or administrative developments do not of themselves terminate a contractual relationship absent evidence of mutual assent.
110. 	The question whether mutual discharge occurred is therefore one of fact to be assessed against this high evidential threshold.
C. Contractual construction and termination provisions
111. 	Where a contract contains express termination provisions, those provisions govern the manner in which termination may occur. The Court’s task is to construe the instrument according to ordinary principles of contractual interpretation, giving effect to the language used by the parties.
112. 	The primacy of contractual wording in determining termination rights is well established in common-law jurisprudence, including Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 and Arnold v Britton [2015] AC 1619. The same principles apply in Solomon Islands courts, which construe contracts by reference to their language and commercial context. Accordingly, where a contract specifies the steps required for termination, those steps must ordinarily be complied with unless the contract is discharged at general law.
D. Authority to contract and corporate decision-making
113. 	Where a company enters contractual arrangements, questions of authority are determined by the Companies Act 2009, the company’s constitution, and the ordinary principles of corporate agency.
114. 	A contract entered into on behalf of a company binds it only if executed by persons possessing actual or apparent authority. These principles are well established in Commonwealth law, including Freeman & Lockyer v Buckhurst Park Properties Ltd [1964] 2 QB 480 and Northside Developments Pty Ltd v Registrar-General [1990] 170 CLR 146.
115. 	The existence of internal disputes within a company as to who may act for it does not of itself invalidate contracts, but it may bear upon whether authority existed in fact.
E. Customary land, timber rights, and commercial arrangements
116. 	Timber rights agreements involving customary land arise within a statutory framework, including the Forest Resources and Timber Utilisation Act. Those agreements derive their legal force from customary ownership and statutory approval processes.
117. 	The Solomon Islands Court of Appeal has emphasised the collective and representative nature of customary land interests in cases such as Simbe v East Choiseul Area Council [1999] SBCA and Success Co Ltd v Premier of Guadalcanal Province [2011] SBCA 19.
118. 	Those authorities confirm that timber rights agreements must be understood in the context of customary ownership and statutory procedure. However, once timber rights have been granted and a licence issued, subsequent commercial arrangements governing the exploitation of those rights are ordinarily governed by general contract law unless displaced by statute.
119. 	This distinction between timber rights agreements and downstream commercial arrangements has been recognised in Solomon Islands jurisprudence, including Bekele v Bulacan Integrated Wood Industries Ltd [2004] SBHC 122.
F. Effect of inconsistent contractual grants
120. 	As a matter of contract law, a party who has granted contractual rights over a subject matter cannot, without terminating the earlier agreement, confer inconsistent rights upon another party. This principle reflects the ordinary doctrine that contractual rights, once granted, continue until discharged.
121. 	Comparable principles have been recognised in Commonwealth authority, including Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd [1994] 1 AC 85 and Tolhurst v Associated Portland Cement Manufacturers Ltd [1903] AC 414, which emphasise that contractual rights cannot be displaced except in accordance with law.
G. Procedural fairness and unpleaded issues
122. 	It is also a fundamental principle of civil procedure that parties are bound by their pleadings and that relief should ordinarily be determined on the issues properly raised. Courts do not ordinarily determine cases on unpleaded legal bases unless amendment is sought and granted. This principle is well established in Commonwealth jurisprudence, including Banque Commerciale SA v Akhil Holdings Ltd [1990] 169 CLR 279. This is consistent with the recent Court of Appeal decision in Isaac v Commissioner of Lands [2025] SBCA 15.
H. Summary of governing principles
123. 	The following principles govern the present dispute:
a.	A repudiatory breach does not terminate a contract unless accepted.
b.	Acceptance must be clear and unequivocal.
c.	Mutual discharge requires evidence of shared intention.
d.	Express contractual termination provisions must be respected.
e.	Contracts bind companies only when entered by authorised persons.
f.	 Timber rights agreements operate within a statutory and customary framework, but downstream commercial arrangements are governed primarily by contract law.
g.	Contractual rights once granted cannot be displaced by inconsistent grants unless lawfully terminated.
h.	Courts determine disputes on the basis of pleaded issues.
I. Effect of default judgment against the Third Defendant
124. 	On 5 May 2921, the Claimants obtained a default judgment against the Third Defendant, Athena. That judgment forms part of the procedural history of the proceeding and, unless set aside, is binding as between the Claimants and Athena.
125. 	The default judgment was entered following the filing of the Further Amended Claim on 28 August 2020 and the Claimants’ reliance upon proof of service said to establish that Athena had been served but had failed to defend the proceeding. Athena subsequently sought to set aside that judgment on grounds including alleged defects in service and non-compliance with s 201 of the Companies Act 2009 and r 6.4 and 6.30 of the Civil Procedure Rules 2007. Those matters concern the procedural regularity of the default judgment and do not fall for determination in resolving the contested issues between the remaining parties.
126. 	A judgment entered in default is procedurally distinct from a judgment delivered after contested adjudication. It proceeds on the basis that the defendant has failed to defend and is therefore taken to admit the pleaded cause of action as against it. It does not involve the Court determining, after hearing evidence and argument, that the pleaded facts are proved or that the legal conclusions asserted are correct. In John Page v Champion Financial Management Limited and Others [2014] EWHC 1778 the Court held:
	“…a default judgment obtained against one defendant (defendant A) does not preclude another defendant in the same proceedings (defendant B) from advancing, by way of defence to the claim against it (defendant B), a case which is inconsistent with the default judgment which has been obtained (against defendant A).” 
127. 	The procedural rules themselves recognise that default judgment may be entered against one defendant while the proceeding continues against others. The effect of such a judgment is therefore confined to determining liability inter partes between the claimant and the defaulting defendant. It does not determine the issues as between the claimant and non-defaulting defendants who were not parties to the default judgment and had no opportunity to contest the matters upon which it was entered.
128. 	Accordingly, the default judgment against Athena does not operate as a determination of the contractual questions that arise in this proceeding, including the subsistence or termination of TMA 2017, the legal effect of later arrangements, or the lawfulness of subsequent operations within the concession. Nor does it give rise to any issue estoppel against the remaining Defendants.
129. 	The Court therefore determines the issues between the Claimants and the remaining Defendants on the basis of the pleadings as between those parties, the evidence adduced at trial, and the submissions of counsel. The default judgment forms part of the procedural background but does not relieve the Claimants of the burden of establishing their case against the non-defaulting Defendants.
Ministerial or Commissioner approval argument raised in closing submissions
130. 	In closing submissions the Claimants advanced an argument that the validity or effectiveness of the contractual arrangements depended upon approval by the Commissioner of Forests or the Minister under the forestry regulatory framework.
131. 	That argument was not pleaded in the Further Amended Claim. Nor was it identified in the Agreed Issues for trial. The case as pleaded proceeded on the basis that the dispute concerned the contractual subsistence and effect of the competing TMA arrangements, not the statutory validity of those arrangements.
132. 	It is a well-established principle that parties are bound by their pleadings and that relief must ordinarily be determined on the case pleaded. A party may not, at the stage of closing submissions, advance a new legal foundation for relief where doing so would deprive the opposing party of the opportunity to meet the case by evidence or argument. This reflects the requirements of procedural fairness and the adversarial structure of civil litigation.
133. 	The authorities cited by counsel concerning the regulatory framework do not alter that principle. Even if statutory approval were capable of affecting the parties’ contractual rights, the issue would require pleading, identification of the statutory provisions relied upon, and the opportunity for both parties to address the legal and evidential consequences of those provisions.
134. 	In the present case, the Court is satisfied that the argument concerning ministerial or regulatory approval was introduced only in closing submissions and was not part of the pleaded case.
135. 	Accordingly, that argument cannot properly be relied upon as an independent basis for determining the parties’ contractual rights in this proceeding. The Court therefore determines the dispute on the basis of the contractual issues as pleaded and proved.
APPLYING THE LAW TO FACTS
A. Whether TMA 2017 was terminated
136. 	The Claimants contend that the 2017 agreement came to an end prior to execution of the 2019 agreement. They advance three alternative bases:
i	acceptance of repudiation;
ii	mutual discharge by conduct; and
iii	termination arising from trustee authority reflecting the wishes of landowners.
137. 	The Defendants, by contrast, submit that none of those mechanisms occurred and that the agreement remained legally subsisting at all relevant times. They argue that the absence of a contractual termination notice, coupled with continued reliance on the framework of the earlier agreement, demonstrates that the contractual relationship was never brought to an end.
Repudiation and election
138. 	Acceptance of repudiation need not always take the form of formal written notice. Election may be communicated by conduct, provided that the conduct is clear, unequivocal, and objectively conveys to the repudiating party that the contract is treated as at an end. The question in the present case is therefore whether the steps relied upon by the Claimants were capable of bringing home to Athena that the Licensee had elected to terminate the agreement. For the reasons which follow, the Court is not satisfied that they did so.
139. 	The Claimants submit that Athena’s cessation of operations in May 2019 constituted repudiatory conduct, and that the Licensee accepted that repudiation by seeking a replacement contractor and entering TMA 2019.
140. 	It is correct, as a matter of orthodox contract law, that repudiation does not of itself terminate a contract. Termination requires an election by the innocent party to accept the repudiation and treat the contract as at an end. That principle is well established in Commonwealth authority, including Heyman v Darwins Ltd [1942] AC 356 and Photo Production Ltd v Securicor Transport Ltd [1980] AC 827, and has been recognised in this jurisdiction in Joseph Meke v Solomon Sheet Steel Ltd [1998] SBHC 115.
141. 	Those authorities make clear that acceptance of repudiation must be clear, unequivocal, and communicated to the defaulting party. Preparatory conduct, dissatisfaction, or internal decision-making do not suffice.
142. 	The Court accepts that acceptance of repudiation need not always take the form of formal written notice. Election may be manifested by conduct, provided the conduct is clear and unequivocal and objectively conveys to the repudiating party that the contract is treated as at an end. The question, therefore, is whether the acts relied upon by the Claimants (including the 28 August 2019 letter and subsequent steps) were, viewed objectively, sufficient to bring home to Athena that KFRDC had elected to terminate TMA 2017
143. 	The Claimants submit that the August 2019 letter to the Commissioner, together with the negotiation of a replacement contractor, constituted such acceptance.
144. 	However, the authorities relied upon by the Claimants do not support that proposition. Each of them emphasises that the election must be communicated to the contractual counterparty. Communication to a regulatory authority, without more, does not ordinarily satisfy that requirement. The function of the Commissioner under the forestry framework is administrative rather than contractual, and correspondence with that office cannot substitute for contractual notice unless the agreement itself so provides.
145. 	In the present case, the Court has found as a fact that no communication accepting repudiation was directed to Athena. The Claimants’ reliance on Meke therefore misapprehends the ratio of that decision. That case confirms the necessity of election; it does not dilute the requirement that the election be clearly communicated.
146. 	Accordingly, even if Athena’s conduct were capable of constituting repudiation, the evidence does not demonstrate that the Licensee accepted that repudiation in a manner recognised by law.
Mutual discharge by conduct
147. 	The Claimants alternatively submit that the agreement was discharged by mutual conduct, relying on the proposition that contracts may be terminated by inferred agreement.
148. 	That proposition is correct in principle. Authorities such as British Russian Gazette v Associated Newspapers Ltd [1933] 2 KB 616 establish that a contract may be abandoned where both parties conduct themselves on the footing that it no longer governs their relations.
149. 	However, those authorities also emphasise that mutual abandonment requires conduct demonstrating a shared and communicated intention to treat the contract as at an end.
150. 	The Claimants rely on Malaita Development Authority v Ganifiri [2002] SBHC 5 for this proposition. Properly understood, that case does not relax the requirement of mutuality. Rather, it confirms that unilateral administrative steps or assumptions do not terminate contractual rights.
151. 	In the present case, the Court has found that the post-May 2019 period was characterised not by mutual agreement but by dispute, competing assertions of authority, and parallel attempts to secure control of the concession. Such conduct is inconsistent with the existence of a shared intention to abandon the agreement.
152. 	The authorities relied upon by the Claimants therefore do not support their submission. They reinforce the opposite conclusion: that uncertainty and disagreement negate the inference of mutual discharge.
Trustee authority and customary land principles
153. 	The Claimants place considerable reliance on authorities concerning customary land ownership, including Simbe v East Choiseul Area Council and Success Co Ltd v Premier of Guadalcanal Province. They submit that because trustees act in a representative capacity, a majority decision to replace a contractor is sufficient to terminate an existing arrangement. Those authorities do not address the termination of commercial contractor agreements. They concern the legal foundation of timber rights agreements and the authority of landowners in granting or challenging those rights.
154. 	The distinction is critical. A timber rights agreement determines whether logging may occur on customary land at all. A contractor agreement governs how those rights are exercised once granted. Nothing in the cited authorities suggests that the representative nature of trusteeship displaces contractual termination provisions or the ordinary requirements of election and notice. To the contrary, the logic of those decisions is that once a corporate licensee has been validly constituted, its contractual relations fall to be governed by the law of contract unless displaced by statute.
155. 	The Claimants’ reliance on customary land authorities therefore does not establish that the 2017 agreement could be terminated merely by internal disagreement or majority preference.
Conclusion on termination
156. 	Drawing these matters together, the authorities relied upon by the Claimants establish the governing legal principles but do not support the conclusions for which they are cited. Properly applied, those principles require clear election, mutual intention, or compliance with contractual termination provisions.
157. 	On the Court’s findings of fact, none of those requirements was satisfied. The evidence does not establish that the Licensee accepted repudiation, mutually discharged the agreement, or terminated it in accordance with its terms.
158. 	It follows that TMA 2017 remained legally subsisting at the time TMA 2019 was executed.
159. 	For that reason, the Court approaches the effect of TMA 2019 on the footing that any validity of that agreement as between its parties cannot, of itself, determine the operative contractual framework within the concession.
B. Effect of TMA 2019 while TMA 2017 subsisted
160. 	The Claimants submit that, even if TMA 2017 had not been formally terminated, the Licensee retained power to appoint a replacement contractor and that the execution of TMA 2019 had the effect of displacing the earlier arrangement.
161. 	They rely on authorities emphasising the autonomy of licence holders to manage contractor relationships and submit that the Commissioner’s approval of the new arrangement confirms its validity.
162. 	The Defendants submit that this approach misunderstands the nature of contractual rights. They contend that the Licensee could not grant operational rights inconsistent with those already conferred on Athena while that agreement remained in force. In their submission, the question is not regulatory approval but contractual compatibility.
163. 	A later agreement dealing with the same subject matter may, in some circumstances, replace an earlier agreement by novation, that is, by a fresh agreement, supported by the consent of all necessary parties, that the earlier contract be discharged and substituted by the later arrangement. However, novation is not presumed. It must be shown by clear evidence of an agreement to substitute the new contract for the old. In the present case, the Claimants did not put their case on novation, and the evidence does not establish an agreement between KFRDC and Athena to discharge TMA 2017 and substitute TMA 2019 in its place. 
164. 	The Court accepts the Defendants’ submission to the extent that the execution of TMA 2019 could not, of itself, extinguish contractual rights previously conferred under TMA 2017 if that agreement remained on foot.
165. 	As a matter of orthodox contract law, the fact that a party enters a later agreement dealing with the same subject matter does not terminate or supersede an earlier subsisting contract unless the earlier contract is lawfully brought to an end (whether under its express termination provisions or at general law) or the parties agree to a novation. At most, the later agreement may create competing obligations and expose the promisor to liability for breach or inability to perform both sets of obligations.
166. 	Whether TMA 2017 conferred exclusive operational rights on Athena, or whether it permitted more than one operator, is ultimately a matter of construction of that instrument. It is not necessary, for present purposes, to determine the full extent of any exclusivity. It is sufficient that, on the Court’s findings of fact, TMA 2017 was not shown to have been lawfully terminated before TMA 2019 was executed.
167. 	In those circumstances, TMA 2019 could not operate to deprive Athena (or those claiming through it) of whatever rights subsisted under TMA 2017. The subsequent agreement may have created contractual expectations as between KFRDC and Fairtrade, but it did not, without lawful termination of TMA 2017, confer an operative entitlement to exclude Athena or those deriving rights through the earlier contractual chain.
C. Authority within the Licensee
168. 	The Claimants submit that the 2019 agreement was validly authorised because it reflected the wishes of a majority of trustees or landowner representatives. They argue that, in the context of customary land arrangements, corporate decision-making must be understood through the lens of collective ownership.
169. 	The Defendants submit that the evidence demonstrates the opposite: that authority within the Licensee was contested and that no clear mandate existed to replace Athena. The Court’s findings of fact establish that competing meetings, resolutions and communications were relied upon by opposing factions within the Licensee.
170. 	Authorities relied upon by the Claimants concerning trustee representation, including Success Co Ltd v Premier of Guadalcanal Province, confirm that trustees must act in the interests of beneficiaries and may reflect majority wishes in certain contexts. However, those authorities concern the granting of timber rights agreements, not the alteration of corporate contractual obligations.
171. 	Once the Licensee entered into TMA 2017 as a corporate entity, the question of its contractual commitments falls to be determined according to company authority and contractual law. Nothing in the authorities cited by the Claimants suggests that internal disagreement permits the company to disregard subsisting contractual obligations.
172. 	Accordingly, even if the Court were to accept that some trustees supported the 2019 arrangement, that fact would not itself confer power to displace an existing contract.
173. 	The Court has also considered, separately, whether TMA 2019 was shown to have been entered on behalf of KFRDC by persons with actual or apparent authority, such that it bound KFRDC as a matter of company law and agency.
174. 	The evidence establishes that, by August 2019, there were competing assertions within KFRDC as to who was entitled to represent the company in relation to the concession and contractor arrangements. The Court has found that authority within KFRDC was disputed at the time TMA 2019 was executed and that different groups asserted competing mandates.
175. 	On the material presently before the Court, it is not possible to make definitive findings as to the content of KFRDC’s constitution, the precise execution requirements applicable to the agreement, or the scope of any resolutions authorising entry into TMA 2019. In addition, the evidence at trial did not focus on the elements necessary to establish apparent authority as between KFRDC and the First Claimant, including the nature and source of any representation by KFRDC to the First Claimant and the reasonableness of any reliance.
176. 	In those circumstances, and having regard to the way the case was pleaded and argued, it is unnecessary to determine finally whether TMA 2019 was binding and enforceable as between KFRDC and the First Claimant. Even if TMA 2019 constituted a valid contract inter partes, it could not, without lawful termination of TMA 2017 or a novation involving Athena, extinguish rights subsisting under TMA 2017 or confer on the First Claimant an operative entitlement to exclude Athena or those claiming through the earlier contractual framework.
177. 	Put differently, the Claimants’ pleaded case for declaratory and injunctive relief against the Defendants depends on establishing that TMA 2017 had been brought to an end before the later arrangement was relied upon. Because the Court has found that TMA 2017 remained subsisting, the Claimants cannot obtain the relief sought against the Defendants by reliance on TMA 2019, irrespective of any contractual position as between KFRDC and the First Claimant.
178. 	Any question whether the First Claimant has remedies against KFRDC arising from the execution of TMA 2019 (including for breach or misrepresentation) does not arise for determination on the pleaded issues as framed against these Defendants, and is not determined.
D. Lawfulness of the First Defendant’s entry
179. 	The Claimants submit that the First Defendant’s entry into the concession in March 2020 was unlawful because it conflicted with rights said to arise under TMA 2019.
180. 	The Defendants submit that their entry derived from arrangements connected to TMA 2017 and that, because that agreement remained subsisting, their operations cannot be characterised as unlawful.
181. 	The Court has found that TMA 2017 remained in force and that TMA 2019 did not validly displace it.
182. 	The First Defendant’s asserted entitlement to operate was put on the basis of arrangements said to derive from TMA 2017, including an asserted assignment or transfer of operational rights from Athena to Jaya Berjaya Limited and thereafter to the First Defendant. The existence of downstream arrangements is referred to in the agreed facts and in the evidence. However, the legal effect of those arrangements was contested, including whether TMA 2017 permitted assignment and, if so, whether any necessary consent or formalities were satisfied.
183. 	It is not necessary, for the determination of the issues as pleaded and argued, for the Court to make definitive findings as to the validity of each asserted assignment or transfer in the chain. The controlling question in this proceeding is whether TMA 2017 had been lawfully brought to an end before TMA 2019 was executed and relied upon by the Claimants.
184. 	If TMA 2017 remained subsisting (as the Court has found), the Claimants cannot succeed on their pleaded case by relying on TMA 2019 as the foundation for an entitlement to exclude Athena or those said to be operating under arrangements connected with the earlier contractual framework. That is so regardless of whether the First Defendant ultimately could establish, as against KFRDC or Athena, a perfected right of assignment.
185. 	Conversely, nothing in these reasons should be understood as finally determining the validity, enforceability, or scope of any asserted assignment or transfer of rights as between Athena, Jaya Berjaya Limited, the First Defendant, and KFRDC, beyond what is necessary to dispose of the Claimants’ case as pleaded.
186. 	In those circumstances, the Claimants’ argument that the First Defendant’s entry was unlawful solely by reference to TMA 2019 cannot succeed. The Claimants’ contractual rights under that later agreement were necessarily contingent on the earlier framework having come to an end.
187. 	Because the Court has found that the earlier agreement subsisted, the Claimants cannot establish that the First Defendant’s entry was inconsistent with the operative contractual framework.
E. Role of regulatory approval
188. 	The Claimants place significant weight on the Commissioner’s acknowledgement of termination and approval of a new contractor. They submit that those steps demonstrate that the earlier arrangement had ceased to operate. The Court does not accept that submission.
189. 	Regulatory approval may be necessary for the lawful conduct of forestry operations, but it does not of itself terminate private contractual rights unless the statute expressly so provides.
190. 	The forestry legislation establishes a licensing framework governing harvesting activities. It does not purport to regulate the contractual rights and obligations as between a licence holder and its contractor.
191. 	The Commissioner’s correspondence therefore reflects the administrative position of the regulator. It does not determine the contractual subsistence of TMA 2017. Nothing in the legislation was identified which confers upon the Commissioner power to determine or extinguish private contractual rights between licence holders and contractors.
F. Overall conclusion on the competing agreements
192. 	The Court’s factual findings establish that TMA 2017 remained legally subsisting throughout the relevant period.
193. 	Because the earlier agreement remained on foot, the Licensee could not, by the mere execution of TMA 2019, extinguish or override contractual rights previously conferred under TMA 2017. At most, the later agreement created competing obligations as between the Licensee and the First Claimant. It did not of itself confer upon the Claimants an operative entitlement to exclude Athena or those asserting rights through the earlier contractual framework.
194. 	It follows that the Claimants cannot rely on that later agreement as the foundation of their asserted rights within the concession.
ORDERS
	For the reasons set out above, the Court makes the following orders:
1.	The Claim is dismissed.
2.	The declarations sought by the Claimants are refused.
3.	The applications for permanent injunctive relief are refused.
4.	The claims for damages are dismissed.
5.	The Claimants shall pay the Defendants’ costs of the proceeding on the standard basis.
By the Court
Hon. Justice Howard Lawry
Puisne Judge