Where parties act in conformity with the terms of an invalidly executed agreement, a contract may be inferred from their conduct on those terms including as to duration, notwithstanding that the parties may have mistakenly believed the formal agreement was already binding (majority view per Macfarlan JA and Beazley JA; contra Hodgson JA). For s 238(4) of the Strata Schemes Management Act 1996 to operate so as to deem a strata managing agent's affixation of the seal to be authorised, the document must bear the date of affixation as required by s 238(3). An injunction restraining termination of a building management agreement will be refused where it would amount to indirect specific performance of a services contract requiring trust and goodwill.
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