Danbol Pty Ltd v Swiss Re International SE

[2020] VSCA 274

Victorian Court of Appeal

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Formation
3. › Acceptance
4. › Implied acceptance from conduct
5. › Whether continued engagement with offeror constituted acceptance of separate offer
6. › Whether conduct responsive to offer and manifesting assent
1. Contract
2. › Formation
3. › Acceptance
4. › Silence as acceptance
5. › Rule in Felthouse v Bindley
6. › Whether offeror can stipulate silence as acceptance
7. › Exceptions to general rule
1. Contract
2. › Formation
3. › Inferred contract
4. › Whether contract may be inferred from circumstances where offer and acceptance cannot be clearly identified
5. › Standard of proof required
6. › Whether conduct positively indicates mutual assent
1. Contract
2. › Formation
3. › Unilateral contract
4. › Whether offer of insurance cover in return for premium constitutes unilateral contract
5. › Distinction between unilateral and bilateral contracts

Quick Take

Conduct that is merely consistent with acceptance of an offer, but equally consistent with other explanations, is insufficient to establish implied acceptance; the conduct must positively evidence to a reasonable person in the position of the offeror that the offer has been accepted. The pursuit of a related but distinct objective (here, annual renewal) does not constitute implied acceptance of a separate offer (here, interim 14-day cover), even where both arise in the same commercial context. An insurer's offer of cover in return for a premium is a bilateral, not unilateral, contract.