An equity participation clause in an employment contract that uses the language 'we intend to make available' an equity stake is a statement of present intention, not a binding promise, particularly where the same clause deliberately uses promissory language ('will') in a different sentence. The deliberate retention of intentional language in one sentence, contrasted with the deliberate substitution of promissory language in another, is a strong indicator that the parties distinguished between binding obligations and statements of intention. The Codelfa rule on admissibility of surrounding circumstances continues to bind Victorian intermediate appellate courts.
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