Robertson v Unique Lifestyle Investments Pty Ltd

[2007] VSCA 29

Victorian Court of Appeal

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Formation
3. › Certainty of terms
4. › Whether investment arrangement void for uncertainty
5. › Reference to 'principal terms' of attached agreements
6. › Whether terms sufficiently certain to be enforceable
1. Contract
2. › Formation
3. › Whether concluded agreement
4. › Masters v Cameron categories
5. › Whether parties intended to be immediately bound
6. › Whether contemplation of further formal documentation negated binding agreement
7. › Subsequent conduct as evidence of concluded contract
1. Contract
2. › Construction and interpretation
3. › Commercial agreements
4. › Modern approach to construction of commercial contracts
5. › Extrinsic evidence of factual matrix
6. › Commercially sensible construction
1. Contract
2. › Consideration
3. › Past consideration
4. › Whether prior advance of funds constituted past consideration
5. › Forbearance as consideration

Quick Take

An investment arrangement that refers to 'principal terms' of attached agreements and contemplates further elaboration by solicitors may nonetheless constitute a binding agreement within the first category of Masters v Cameron where the parties have agreed on all substantive terms and their subsequent conduct demonstrates an intention to be immediately bound. The reference to 'principal terms' in such an arrangement means all the terms set out in the relevant agreement document, not merely those labelled 'essential terms'. Forbearance to call up an amount already advanced, combined with agreement to advance the balance, constitutes sufficient consideration to avoid the past consideration rule.