CUSTOM CREDIT CORPORATION LTD v CENEPRO PTY LTD [1991] NSWCA 68

CUSTOM CREDIT CORPORATION LTD v CENEPRO PTY LTD [1991] NSWCA 68

A binding contract arose on 21 September 1988 when the parties agreed to full funding based on the Devreal letter and modified terms. The arrangement was not subject to formal contract or too uncertain; documentation to the satisfaction of the financier and its lawyers pertained only to implementing the agreement, not to vetoing it. The appellant breached its promise and was liable for consequential loss, including lost profits and wasted expenditure, as alternative funding was not realistically available.

Parties
Appellant: Custom Credit Corporation Ltd; Respondent: Cenepro Pty Ltd; Respondent: William Jamieson; Respondent: Glenn Pearson
Jurisdiction
Australia
Judgment Date
07 August 1991
Procedural Posture
Civil Appeal / Judgment of the Court of Appeal
Outcome
Appeal dismissed; cross appeal dismissed
Legal Topics
Binding Contracts, Certainty of Terms, Damages Assessment, Loss of Profits, Loss of Chance, Trade Practices Act S52, Estoppel, Misleading and Deceptive Conduct
Contract Law Trade Practices Property Law Binding Contracts Certainty of Terms Damages Assessment Loss of Profits Loss of Chance +3 more

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Parties

Custom Credit Corporation Ltd

Appellant

Cenepro Pty Ltd

Respondent

William Jamieson

Respondent

Glenn Pearson

Respondent

Procedural Posture

Civil Appeal / Judgment of the Court of Appeal

Legal Issues

  1. 1 Whether a financier was bound by a promise to provide 'full funding' for property development
  2. 2 Whether the arrangement constituted a legally enforceable contract or was merely an agreement subject to contract
  3. 3 Whether terms were sufficiently certain for enforcement

Ratio Decidendi

A binding contract arose on 21 September 1988 when the parties agreed to full funding based on the Devreal letter and modified terms. The arrangement was not subject to formal contract or too uncertain; documentation to the satisfaction of the financier and its lawyers pertained only to implementing the agreement, not to vetoing it. The appellant breached its promise and was liable for consequential loss, including lost profits and wasted expenditure, as alternative funding was not realistically available.

Court Disposition

Appeal dismissed; cross appeal dismissed

Orders

  • Judgment for respondents in the sum of $4,079,359.88
  • Judgment for appellant (on cross-claim) for $3,164,050.58; execution stayed until principal judgment satisfied