Uranium Equities Ltd v Fewster

[2008] WASCA 33

Western Australia Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Formation
3. › Intention to create legal relations
4. › Whether oral agreement amounted to legally binding contract
5. › Whether parties intended to be legally bound prior to execution of formal document
6. › Complex commercial transaction involving mining tenements
1. Contract
2. › Formation
3. › Certainty of terms
4. › Whether agreement so uncertain as to be void
5. › Essential terms left for future negotiation
6. › Whether omission of terms rendered contract incomplete
1. Contract
2. › Formation
3. › Agreements to negotiate
4. › Whether agreement to negotiate in good faith is enforceable
5. › Whether sufficiently certain to be enforceable
1. Practice and Procedure
2. › Amendment of pleadings
3. › Application to amend after trial
4. › Introduction of alternative cause of action on appeal
5. › Whether respondents deprived of opportunity to lead evidence
6. › Whether leave to amend should be granted

Quick Take

In complex commercial transactions, the use of language such as 'deal', 'commitment' and celebratory conduct (e.g. suggesting champagne) is equivocal and does not necessarily establish an intention to be immediately legally bound where the parties contemplated execution of a formal document. The magnitude and complexity of a proposed transaction is a relevant factor in assessing contractual intention where the evidence is equivocal. An alternative cause of action based on an 'exclusive negotiations agreement' or agreement to negotiate in good faith cannot be introduced for the first time on appeal where the respondents have had no opportunity to lead evidence on the issue and the complex legal questions it raises were not debated at trial.