TODBERN PTY LTD v RB KERR (GROUP) PTY LTD SUPER CENTRE DEVELOPMENT CORPORATION PTY LTD v RB KERR (GROUP) PTY LTD [1989] NSWCA 211

TODBERN PTY LTD v RB KERR (GROUP) PTY LTD SUPER CENTRE DEVELOPMENT CORPORATION PTY LTD v RB KERR (GROUP) PTY LTD [1989] NSWCA 211

There was an enforceable agreement for $75,000 commission (via $10,000 and $65,000 by separate parties and in consideration of a restraint of trade), subject only to documentation approval by Todbern’s solicitor, not substantive approval over the scheme. Kerr repudiated that agreement by seeking a higher sum, the repudiation was accepted by Todbern, and thus Kerr cannot recover any further commission under any previous or alternate arrangement.

Parties
Appellant: Todbern Pty Ltd; Appellant: Super Centre Development Corporation Pty Ltd; Respondent: RB Kerr (Group) Pty Ltd
Jurisdiction
Australia
Judgment Date
01 September 1989
Procedural Posture
Appeal / Judgment
Outcome
Appeals allowed; cross-appeal dismissed
Legal Topics
Enforceability of Oral Agreements, Effect of Leaving Contract Terms to a Third Party Approval, Agency in Contract Negotiations, Commission Claims Under Auctioneers and Agents Act
Contract Law Enforceability of Oral Agreements Effect of Leaving Contract Terms to a Third Party Approval Agency in Contract Negotiations Commission Claims Under Auctioneers and Agents Act

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Parties

Todbern Pty Ltd

Appellant

Super Centre Development Corporation Pty Ltd

Appellant

RB Kerr (Group) Pty Ltd

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether an oral agreement intended to be embodied in documents approved by a party's solicitor is enforceable
  2. 2 Whether essential terms left to be determined by a third party preclude the existence of a binding contract
  3. 3 Whether agency existed for Todbern to negotiate for Super Centre

Ratio Decidendi

There was an enforceable agreement for $75,000 commission (via $10,000 and $65,000 by separate parties and in consideration of a restraint of trade), subject only to documentation approval by Todbern’s solicitor, not substantive approval over the scheme. Kerr repudiated that agreement by seeking a higher sum, the repudiation was accepted by Todbern, and thus Kerr cannot recover any further commission under any previous or alternate arrangement.

Court Disposition

Appeals allowed; cross-appeal dismissed

Orders

  • Judgments below set aside.
  • Judgment for Super Centre against Kerr.