Hopcroft & Edwards v Edmunds & Ors

(2013) 116 SASR 191; [2013] SASCFC 38

South Australia Full Court

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Contract
2. › Formation of contractual relations
3. › Offer and acceptance
4. › Whether formal document binding upon execution by one party only
5. › Authority of agent to proffer document as binding
6. › Actual and ostensible authority
1. Contract
2. › Formation of contractual relations
3. › Offer and acceptance
4. › Acceptance by conduct
5. › Whether conduct of offeree referable only to terms of offer
6. › Objective assessment of conduct
7. › Whether reasonable bystander would regard conduct as acceptance
1. Contract
2. › Formation of contractual relations
3. › Formal documents
4. › Ordinary expectation that parties not bound until all execute
5. › Whether expectation displaced
1. Evidence
2. › Admissions and declarations
3. › Admissions involving legal conclusions
4. › Whether admission of existence of contract admissible
5. › Relevance to objective assessment of contract formation

Quick Take

The case confirms that when a formal contractual document provides for execution by all parties, the ordinary expectation is that no party intends to be bound until all have executed, and this expectation is not displaced merely by one party performing some obligations contemplated by the document. An instruction to a professional adviser to 'do whatever is necessary' does not confer authority to bind the client to an agreement. Admissions in later proceedings expressing a belief that a contract existed are irrelevant to the objective assessment of contract formation and, to the extent they express a legal conclusion, may be inadmissible.