In Impact Healthcare Pty Ltd v St Vincent’s Private Hospitals Ltd [2026] QCA 21, the Queensland Court of Appeal considered whether an indefinite emergency services agreement contained an implied right of termination on reasonable notice, either by law or in fact.

In or around 2001, Holy Spirit Northside Private Hospital Ltd (HSNPH) approached Impact Healthcare Pty Ltd (Impact), to establish and operate an emergency department. During negotiations, Impact rejected HSNPH’s proposal for a fixed or rolling term structure and insisted on long‑term.

The parties ultimately reached agreement, which included the following terms:

• No fixed or rolling term is specified (clause 2.2);
• The engagement continued indefinitely, unless terminated under the agreement’s express terms (clause 2.2(1));
• Impact could terminate the agreement without cause, on a minimum of six months’ notice, but the Hospital had no equivalent right (clause 2.2(3)); and
• HSNPH could terminate the agreement if Impact failed to perform its obligations (clause 7.2).

HSNPH subsequently assigned its rights under the agreement to St Vincent’s Private Hospitals Ltd (the Hospital). In around 2024, a dispute arose when the Hospital asserted that the agreement contained an implied term entitling the Hospital to terminate on reasonable notice (the disputed term). Impact applied to the Supreme Court seeking a declaration that the agreement did not include the disputed term. At first instance, the primary judge held that the disputed term was implied either by law or in fact.

Impact appealed, arguing that the primary judge erred in concluding that the agreement was subject to an implied term as a matter of law or fact. Impact asserted (amongst other things) that the disputed term:

• Should not be implied as a matter of law, as the agreement was not a recognised class of contract requiring such implication, nor one which by its inherent nature required such term to be implied as a matter of law;
• Was not so obvious to go without saying, nor necessary to give business efficacy to the agreement; and
• Was inconsistent with the terms of the agreement, and the objective background facts, including that the parties objectively intended that the agreement was indefinite and perpetual.

The Court of Appeal agreed, and held that:

• A term may only be implied by law where it is a necessary incident of a particular class of contract. The primary judge erred by not identifying any relevant class, and by overlooking whether implication was necessary. In this regard the Court found that the agreement was plainly capable of effective performance without the disputed term; and
• There is no basis to conclude that the disputed term should be implied by fact as it is inconsistent with the express terms of the agreement, including clauses 2.2(1) and 2.2(3). Given the agreement was for an indefinite period unless terminated in accordance with the express provisions of the agreement, it was illogical to assert that the parties intended to agree the disputed term.

The decision can be found here.