Redowood Pty Ltd v Mongoose Pty Ltd

[2005] NSWCA 32

NSW Court of Appeal

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Catchwords

1. CONTRACT — Offer and acceptance — Coincidence of offer and acceptance — Evidence of circumstances surrounding transaction — Strict compliance with requirements for valid acceptance — Large public offer to purchase all rights in publicly listed company — Mistake in acceptance form completed by offeree — Whether a contract came into existence — Whether offeree's acceptance corresponded with offeror's offer — Whether offeree complied with requirements for valid acceptance.

Quick Take

In the context of large public offers for widely held securities processed mechanically, strict compliance with the requirements of the contractual documentation is necessary for a valid acceptance. An incorrect identifying reference (such as an SRN) in an acceptance form may be fatal to the acceptance where it identifies the subject matter as different from what was offered, even if the error was a mistake. The Codelfa ambiguity requirement applies to determine whether extrinsic evidence of surrounding circumstances is admissible to resolve the meaning of an acceptance form.