Cosmopolitan Hotel (Vic) v Crown Melbourne Limited

(2014) 45 VR 771; [2014] VSCA 353

Victorian Court of Appeal

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Interrogate

Catchwords

1. Appeal
2. › Leave to appeal
3. › Appeal on a question of law
4. › Victorian Civil and Administrative Tribunal Act 1998 (Vic), s 148
5. › Distinction between questions of law, questions of fact and questions of mixed law and fact
6. › Whether questions of law arose before trial judge
1. Contract
2. › Collateral contract
3. › Whether statement promissory
4. › Parties' intentions to be ascertained from totality of evidence
5. › Whether VCAT applied correct legal test
1. Contract
2. › Collateral contract
3. › Certainty of terms
4. › Whether contract enforceable
5. › Terms entirely at discretion of offeror
6. › Whether obligation illusory and unenforceable
1. Contract
2. › Collateral contract
3. › Consistency with main contract
4. › Whether collateral contract impinged upon or affected to alter provisions of lease
5. › Maybury v Atlantic Union Oil Co Ltd (1953) 89 CLR 507

Quick Take

A representation that is too uncertain to constitute a contractual obligation may nevertheless found an equitable estoppel. Where there is a 'grey area' in what is represented or promised, the court should consider the 'lower limit' of that grey area and whether it was reasonable for the representee to interpret the representation as extending at least to that lower limit. An agreement to make an offer where the terms are entirely at the discretion of the offeror is illusory and unenforceable as a contract. When determining whether a statement is promissory, VCAT (and courts generally) must assess the objective intention of the parties from the totality of the evidence, not merely characterise the form of the statement.