The Edge Development Group Pty Ltd v Jack Road Investments Pty Ltd

[2019] VSCA 91

Victorian Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Formation
3. › Sale of land
4. › Letter of offer signed by parties
5. › Whether binding contract or basis for future contract
6. › Condition that 'offer is subject to the contract being executed'
7. › Whether 'subject to contract' language
8. › Masters v Cameron categories
9. › Third category — no binding contract until formal contract executed
10. › Sale of Land Act 1962 (Vic), ss 32, 32K, 32L
1. Contract
2. › Formation
3. › Construction of preliminary agreements
4. › Relevance of post-signature conduct or negotiations
5. › Whether subsequent conduct admissible on question of formation
6. › Whether conduct constituting admission against interest
1. Contract
2. › Formation
3. › Sale of land
4. › Absence of vendor's statement under s 32 of Sale of Land Act 1962 (Vic)
5. › Relevance to intention to be bound

Quick Take

The Court held that a condition stating 'the offer is subject to the contract being executed' in a letter of offer for land will prima facie be treated as 'subject to contract' language placing the document in the third (non-binding) Masters v Cameron category, particularly where significant matters such as the s 32 vendor's statement remain outstanding.