Contract interpretation in power purchase agreements: consent cannot be implied into RLNG arrangements, and fixed capacity charges remain payable.

A commercial power purchase agreement must be construed according to its plain terms as a whole: where LNG, natural gas and RLNG are treated as primary fuels, a consent requirement tied to liquid fuel arrangements cannot be implied into the RLNG arrangement. The agreement's separate commercial-implication clause does not override the clause governing declared capacity, and fixed capacity charges remain payable on declared capacity irrespective of actual scheduling or off-take. The contract's structure and commercial purpose support preserving generating-station viability during gas shortage, so the appellant remained liable for capacity charges.

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Issues: Whether the appellant was liable to pay fixed capacity charges under the power purchase agreement despite not consenting to the respondent's arrangement for procurement of RLNG and declaration of capacity on that basis.

Analysis: The agreement treated LNG, natural gas and RLNG as primary fuels for the generating station, while consent of the appellant was expressly required only where liquid fuel was to be arranged. The obligation to obtain approval under the separate commercial-implication clause could not be read so as to qualify a capacity declaration otherwise permitted by the clause dealing with primary fuel. The agreement had to be read as a whole, and its structure showed that capacity charges were fixed charges payable on declared capacity, independent of actual scheduling or off-take. Reading a consent condition into the RLNG arrangement would contradict the plain terms of the contract and its commercial purpose, particularly in light of the need to preserve the viability of the generating station during a domestic gas shortage.

Conclusion: The appellant remained liable to pay the fixed capacity charges, and the challenge to the orders affirming such liability failed.

Ratio Decidendi: A commercial contract must be construed according to its plain terms as a whole, and a consent requirement applicable to one type of fuel arrangement cannot be implied into another arrangement expressly permitted by the contract; fixed capacity charges remain payable on declared capacity made in accordance with the contract.

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