The County Court held that neither an oral agreement nor a detailed written Memorandum of Understanding created a binding contract for a joint venture, finding the MOU fell within the third Masters v Cameron category (agreement to agree) due to its language of 'in principle' arrangements, references to a future shareholders' agreement, and the incomplete state of the underlying venture. Despite the failure of the contractual claims, the Court imposed equitable compensation based on a joint endeavour constructive trust under Muschinski v Dodds principles, ordering Geotic to pay $293,000 and Alluvial to pay $375,000, on the basis that it would be unconscionable for the defendants to retain the plaintiff's contributions following the premature collapse of the joint venture without attributable blame on the plaintiff's part, where no contractual provisions addressed this contingency. The Court declined to impose a constructive trust over the property itself or order its transfer, partly because affected joint venture parties were not before the court, and found the misleading and deceptive conduct claim under s 18 ACL was proved against Sherwood personally regarding the $25 million valuation representation, entering judgment for $688,000 plus interest.
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