Stewart v Stewart [2012] NSWSC 423

Stewart v Stewart [2012] NSWSC 423

No binding contract came into existence by 23 February 2012 because, viewed objectively and in context, the parties had maintained from the outset that any offer or acceptance was subject to execution and exchange of contracts, and several important matters remained unresolved or uncertain, including the purchaser entity, settlement timing, signing and exchange periods, supplier notification timing, and the securing of the business premises.

Jurisdiction
Australia
Judgment Date
30 April 2012
Procedural Posture
Separate Question / Ex Tempore Judgment on Whether a Concluded Agreement Was Reached
Outcome
No concluded agreement reached
Legal Topics
['formation of Contract' 'subject to Contract' 'sale of Business' 'intention to Create Legal Relations' 'outstanding Terms']
['contract Law'] ['formation of Contract' 'subject to Contract' 'sale of Business' 'intention to Create Legal Relations' 'outstanding Terms']

Case Brief

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Procedural Posture

Separate Question / Ex Tempore Judgment on Whether a Concluded Agreement Was Reached

Legal Issues

  1. 1 ['Whether the parties reached a concluded and legally binding agreement for the sale of Grasshopper Environmental Services.' 'Whether the communications, including emails and conversations, objectively showed an intention to be bound before execution and exchange of signed contracts.' 'Whether outstanding matters concerning deposit, premises, settlement timing, supplier notification, finance approval and purchaser entity prevented a conclusion that a contract had been formed.']

Ratio Decidendi

No binding contract came into existence by 23 February 2012 because, viewed objectively and in context, the parties had maintained from the outset that any offer or acceptance was subject to execution and exchange of contracts, and several important matters remained unresolved or uncertain, including the purchaser entity, settlement timing, signing and exchange periods, supplier notification timing, and the securing of the business premises.

Court Disposition

No concluded agreement reached

Orders

  • []