Jeffreys v Sheer

[2025] NSWCA 31

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Formation
3. › Intention to create legal relations
4. › Objective theory of contract
5. › Whether informal letter constituted binding contract
6. › Whether subjective intention not to be bound relevant
1. Contract
2. › Formation
3. › Consideration
4. › Whether agreement to dilution of shareholding constituted valuable consideration for promise to purchase shares
1. Contract
2. › Construction
3. › Entire agreement clause
4. › Whether entire agreement clause in shareholders' agreement affected separate personal commitment by non-shareholder party
1. Appeal
2. › Further evidence
3. › Power to receive further evidence on appeal
4. › Whether special grounds established
5. › Whether evidence of sufficient probative value
6. › Supreme Court Act 1970 (NSW), s 75A(7), (8)

Quick Take

An informal letter using the word 'commitment' to purchase shares at a specified price and date, objectively construed, may constitute a binding contractual offer notwithstanding the absence of formal legal documentation, particularly in the context of a start-up business.