CONTRACTS – formation – where parties engaged in negotiations – where respondents “committed” to subcontract the applicant if successful tenderer for work from New Zealand Defence Force – where respondents ultimately subcontracted a third party to perform relevant work – whether parties reached consensus on terms of subcontract – whether alleged contract uncertain as mere agreement to agree – whether parties intended to be legally bound
CONTRACTS – interpretation – rectification by construction – where most likely that typographical error made during drafting process – where document not absurd – whether contract should be corrected by construction
CONTRACTS – interpretation – meaning of “engage” – where applicant’s construction commercially unreasonable and onerous
CONTRACTS – implied terms – where alleged implied terms would impose duties to ensure the subcontracting of the applicant – where alleged implied terms would impose duties that would unreasonably restrict the respondents’ commercial liberty – where alleged implied terms not so obvious they go without saying – whether alleged terms were implied
ESTOPPEL – estoppel by convention – where alleged assumption is about future conduct, not state of affairs – where alleged estoppel would convert non-contractual representation into binding promise – whether respondents estopped from denying the existence of a contract
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2024/2024fca0763
For more information, see the original judgement.
