In Mures Fishing Pty Ltd v Holloway [2025] TASSC 45, the Tasmanian Supreme Court considered whether a reference to mechanical drawings contained in architectural plans was sufficient to incorporate those drawings into the scope of works required under the lease agreement.

Mures Fishing Pty Ltd (Mures), a well-known Tasmanian seafood business, entered into a lease with the Holloways for a property in which the Holloways, as lessors, agreed to construct a fish processing facility. The lease defined the scope of the “Lessor’s work” as building work referred to in the “plans and specifications”.

The agreement defined “plans and specifications” to include the drawings and performance specifications in Annexure C, which in turn referred to documents “generally in accordance with a set of plans and specifications prepared by Preston Lane Architects … contained on a compact disk titled ‘243 Kennedy Drive Cambridge 2014-422’”. That CD, however, contained not only architectural drawings prepared by Preston Lane, but also mechanical drawings prepared by Sutherland Consulting Engineers which specified the installation of 14 air conditioning units – a detail not included in the architectural drawings.

The Holloways argued that, under the lease agreement, they were not obliged to install the air conditioning units specified in the mechanical drawings. The Holloways contended that the scope of the “Lessor’s work” was governed by the architectural drawings only as these were the sole documents prepared by Preston Lane and therefore the sole documents incorporated as “plans and specifications” under the agreement. They further argued that the mechanical drawings were simply tender documents and not legally binding, referencing a note within those plans that approval was required before any work could begin.

Justice Estcourt rejected this interpretation. His Honour held that while the architectural plans were the only ones expressly mentioned in Annexure C, these plans did not contain all of the details of the “Lessor’s work” and were not intended to be read in isolation. His Honour concluded that the mechanical drawings were “embraced by” the architectural plans and were therefore incorporated by reference and formed part of the Holloways’ contractual obligations.

The Court ultimately awarded damages to Mures for the cost of retrofitting the air conditioning units.

This case highlights the importance of interpreting commercial contracts as a whole, recognising that documents referred to within plans or specifications may be incorporated into the contract if they are necessary to properly understand the scope of the works.

The full judgment can be found here.