Laidlaw v Hillier Hewitt Elsley Pty Ltd

[2009] NSWCA 44

NSW Court of Appeal

View on CaseLaw

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Contract
2. › Formation
3. › Contract by conduct
4. › Negotiations between solicitors subject to contract
5. › Whether informal arrangement by parties themselves intended to be immediately binding
6. › Whether conduct unequivocally referable to contract or equally consistent with acting in anticipation of contract
1. Partnership
2. › Dissolution and winding up
3. › Division of assets
4. › Goodwill
5. › Division of client base in specie
6. › Whether informal arrangement for handover of client files constituted binding agreement for division of goodwill
1. Partnership
2. › Dissolution and winding up
3. › Valuation of assets
4. › Plant and equipment
5. › Whether auction value or written-down book value appropriate

Quick Take

Where parties' solicitors are negotiating subject to contract, conduct by the parties themselves in apparent performance of the anticipated agreement will not give rise to a binding contract unless the conduct is unequivocal — that is, unless no explanation can be given for it other than that the parties intended to contract. Conduct that is equally consistent with an interim arrangement pending conclusion of formal negotiations is equivocal and insufficient. Business people not uncommonly act upon an anticipated contractual relationship prior to the contract being formed, and the court will not readily infer a binding contract from such conduct where formal negotiations remain on foot.