Rowson v Alpass

The Victorian Court of Appeal refused leave to appeal, upholding the associate judge's finding that no binding oral contract was formed for the sale of a law practice in receivership, where the applicant's account of acceptance at a face-to-face meeting was contradicted by contemporaneous file notes recording only that the applicant would 'get back' to the respondent, and by the applicant's own subsequent email confirming 'our offer' rather than an agreement. The Court held that the applicant's post-meeting SMS to his brother stating 'we just bought Hardy's back' was at best neutral, being consistent with optimism about a prospective purchase rather than proof of a concluded contract. On promissory estoppel, the Court held that no material detriment was established where there was no evidence of financial outlay, the funds intended for purchase remained in trust, steps toward obtaining a practising certificate had commenced before the relevant conduct, and the alleged loss of opportunity to acquire the practice was in substance the unfulfilled promise itself rather than a detriment arising from reliance on an assumption induced by the respondent.