Dawnlite Pty Ltd v Riverwalk Realty Pty Ltd & Ors

[2014] QCA 173

Queensland Court of Appeal

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Interrogate

Catchwords

1. Appeal
2. › General principles
3. › Interference with judge's findings of fact
4. › Functions of appellate court
5. › Where findings based on credibility of witnesses
6. › Whether findings glaringly improbable, inconsistent with incontrovertible facts or contrary to compelling inferences
1. Contract Law
2. › Formation
3. › Oral agreements
4. › Existence of agreement inferred from subsequent conduct
5. › Whether discussions amounted to binding agreement or mere aspiration
6. › Whether agreement may be inferred from parties' subsequent conduct

Quick Take

An appellate court will not interfere with a trial judge's credibility-based findings of fact rejecting the existence of alleged oral agreements where those findings are not glaringly improbable, inconsistent with incontrovertible facts, or contrary to compelling inferences, even where documentary evidence is capable of supporting the existence of an agreement. Where a proposed merger is dependent on the agreement of third parties not yet obtained, subsequent conduct forming part of an evolving state of affairs provides only limited assistance in establishing that a binding agreement was reached in earlier conversations.