Manny v Rose [2022] NSWSC 1671

Manny v Rose [2022] NSWSC 1671

The exchange of emails on 26 October 2022 between the Manny Parties and Iridium was sufficiently clear and precise to amount to a binding agreement within the first or fourth category of Masters v Cameron; the settlement was not rendered uncertain by the subsequent intention to document the terms in a formal deed. Subsequent communications and subjective beliefs are not determinative of earlier agreement formation.

Parties
First Plaintiff | First Respondent: Theodore (aka Ted) Jock Manny; Second Plaintiff | Second Respondent: Wellbe Properties Pty Ltd; Third Plaintiff | Third Respondent: Warwick Nominee Co Pty Ltd; Fourth Plaintiff | Fourth Respondent: James Street Development Pty Ltd; First Defendant: Christopher Peter Rose; Second Defendant: Walter Projects Pty Ltd in its own right and as trustee for the Walter Developments Trust; Applicant | Third Defendant: Iridium Developments Pty Limited in its own right and as trustee for the Iridium Developments Trust; Fourth Defendant: Kingsway Developments Cronulla Pty Ltd in its own right and as trustee for the Kingsway Developments Trust; Fifth Defendant: Albert Investments Pty Ltd in its own right and as trustee for the QPS Holdings Trust; Sixth Defendant: Orville Properties Pty Ltd in its own right and as trustee for the QPS Holdings Trust; Seventh Defendant: First Quadrant Properties Pty Ltd; Eighth Defendant: Robert (Roy) Manassen; Ninth Defendant: Manno Cronulla Pty Ltd in its own right and as trustee for the Manno Cronulla Unit Trust; Tenth Defendant: Manno Kingsway Pty Ltd in its own right and as trustee for the Manno Kingsway Unit Trust
Jurisdiction
Australia
Judgment Date
08 December 2022
Procedural Posture
Equity Commercial List / Procedural Ruling on Motion for Declaration of Settlement and Directions
Outcome
Declaration granted that the proceedings were compromised and settled as between the plaintiffs and Iridium as of the 26 October 2022 email exchange; order for specific performance refused; orders made for parties to bring in short minutes and the matter stood over.
Legal Topics
Contract Formation, Acceptance by Electronic Communication, Settlement Agreements, Categories of Masters V Cameron
Contract Law Contract Formation Acceptance by Electronic Communication Settlement Agreements Categories of Masters V Cameron

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Parties

Theodore (aka Ted) Jock Manny

First Plaintiff | First Respondent

Wellbe Properties Pty Ltd

Second Plaintiff | Second Respondent

Warwick Nominee Co Pty Ltd

Third Plaintiff | Third Respondent

James Street Development Pty Ltd

Fourth Plaintiff | Fourth Respondent

Christopher Peter Rose

First Defendant

Walter Projects Pty Ltd in its own right and as trustee for the Walter Developments Trust

Second Defendant

Iridium Developments Pty Limited in its own right and as trustee for the Iridium Developments Trust

Applicant | Third Defendant

Kingsway Developments Cronulla Pty Ltd in its own right and as trustee for the Kingsway Developments Trust

Fourth Defendant

Albert Investments Pty Ltd in its own right and as trustee for the QPS Holdings Trust

Fifth Defendant

Orville Properties Pty Ltd in its own right and as trustee for the QPS Holdings Trust

Sixth Defendant

First Quadrant Properties Pty Ltd

Seventh Defendant

Robert (Roy) Manassen

Eighth Defendant

Manno Cronulla Pty Ltd in its own right and as trustee for the Manno Cronulla Unit Trust

Ninth Defendant

Manno Kingsway Pty Ltd in its own right and as trustee for the Manno Kingsway Unit Trust

Tenth Defendant

Procedural Posture

Equity Commercial List / Procedural Ruling on Motion for Declaration of Settlement and Directions

Legal Issues

  1. 1 Whether the parties reached a binding settlement agreement via the 26 October 2022 email exchange under the categories in Masters v Cameron (1954) 91 CLR 353; [1954] HCA 72.

Ratio Decidendi

The exchange of emails on 26 October 2022 between the Manny Parties and Iridium was sufficiently clear and precise to amount to a binding agreement within the first or fourth category of Masters v Cameron; the settlement was not rendered uncertain by the subsequent intention to document the terms in a formal deed. Subsequent communications and subjective beliefs are not determinative of earlier agreement formation.

Court Disposition

Declaration granted that the proceedings were compromised and settled as between the plaintiffs and Iridium as of the 26 October 2022 email exchange; order for specific performance refused; orders made for parties to bring in short minutes and the matter stood over.

Orders

  • Direct that within 7 days of today's date the parties bring in short minutes to give effect to these reasons for judgment and to deal with the question of the costs of the motion filed on 18 November 2022.
  • Stand the matter over to 9.15 am on 16 December 2022 to deal with any outstanding questions.