Equuscorp Pty Ltd & Anor v Glengallan Investments Pty Ltd & Ors

[2006] QCA 194

Queensland Court of Appeal

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Construction and interpretation
3. › Parol evidence rule
4. › Written loan agreement
5. › Whether pre-contractual oral representations could qualify written terms
6. › Whether oral agreement superseded by written agreement
1. Contract
2. › Misrepresentation
3. › Inducement
4. › Whether representation continuing at time of contract
5. › Whether representee relied on representation
6. › Whether representation withdrawn before execution of contract
1. Estoppel
2. › Estoppel by convention
3. › Pre-contractual negotiations
4. › Common assumption as to effect of written contract
5. › Whether common assumption displaced by knowledge of contract terms
6. › Whether estoppel by convention can be founded on pre-contractual negotiations inconsistent with subsequent written contract
1. Estoppel
2. › Promissory estoppel
3. › Pre-contractual representations
4. › Whether promissory estoppel available where promise inconsistent with subsequently executed written contract
5. › Whether pleading of estoppel by convention sufficient to support finding of promissory estoppel

Quick Take

A party seeking to rely on pre-contractual representations as misrepresentation or estoppel must establish that the representation was continuing and relied upon at the time of contract execution; where the representee reads the contract and knows it does not reflect the representation, earlier representations are effectively 'withdrawn' and cannot found a claim. Estoppel by convention cannot be established where the alleged common assumption as to the effect of a contract is displaced by the party's actual knowledge of the contract terms. A promissory estoppel based on a promise not to enforce contractual rights may be available even where inconsistent with a subsequently executed written contract, but must be properly pleaded.