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  •   Notable Unreported Decision

Ebenezer Mining Co Pty Ltd v Seppanen

 

[2003] QSC 62

 

 SUPREME COURT OF QUEENSLAND

 

 

PARTIES:

FILE NO:

Trial Division

PROCEEDING:

Trial

DELIVERED ON:

17 March 2003

DELIVERED AT:

Brisbane

HEARING DATE:

20 September 2002

JUDGE:

Muir J

ORDER:

(a)     It is declared that no agreement for the sale by the plaintiff to the defendants of bentonite in stockpiles and related materials and for the assignment of the plaintiff’s interests in contracts concerning CHEP pallets existed on, before or after 10 October 2002.

(b) It is ordered that the defendants pay the plaintiff’s costs of and incidental to the separate determination of the above issue to be assessed on the standard basis.

CATCHWORDS:

CONTRACT - Formation - Offer and Acceptance - where the defendants sought a declaration as to whether a valid and immediately enforceable contract had been formed and if so, as to the terms of that contract - where the parties had exchanged written and oral communications during negotiations of the terms of the contract - whether such communications resulted in a binding and enforceable agreement

Australian Broadcasting Corporation v XIVth

Bellamy v Debenham (1890) 45 Ch D 481

Commonwealth Games Ltd [1988] 18 NSWLR 40

Brambles Holdings Limited v Bathurst City Council

GR Securities v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631

Integrated Computer Services Pty Ltd v Digital Equipment Corp (Aust) Pty Ltd (1988) 5 BPR 97326

Masters v Cameron (1954) 91 CLR 353

Meates v Attorney-General [1983] NZLR 308

Pagsan SP A v Feed Products Ltd [1987] 2 Ll Rep 601

Storer v Manchester City Council [1974] 1 WLR 1403

Thorby v Goldberg (1964) 112 CLR 597

Vroon BV v Foster’s Brewing Group [1994] 2 VR 32

COUNSEL:

J Rolls for the plaintiff

R Petersen for the defendant

SOLICITORS:

Clayton Utz Lawyers for the plaintiff

Bushnells Lawyers for the defendants

The nature of the proceedings

[2] The plaintiff Ebenezer Mining Company Pty Ltd commenced proceedings on 26 September 2002 against the defendants seeking orders, including an order for delivery up of stockpiles of bentonite, an injunction restraining the defendants from interfering with the loading and transportation of bentonite deposits and damages for breach of “the agreement”.  The claim does not further identify the alleged agreement and the statement of claim provides only marginal further enlightenment.  Because of the way in which the proceedings developed, however, that puzzle does not need to be solved for the time being.

[3] Also on 26 September, the plaintiff made application for an interlocutory injunction restraining the defendants from denying the plaintiff access to the land for the purposes of loading and removing bentonite stockpiles.  On 15 October 2002, the return date of the application for the interlocutory injunction, it was ordered that

 

“1.  the following questions be listed for separate and immediate determination by this Court:

 

‘(a) Does there exist as at 10/10/02 between the parties a valid and immediately enforceable contract for the sale by the plaintiffs to the defendants of the Bentonite Stockpiles and bagged bentonite, together with an assignment of contracts for CHEP pallets?

(b)   If yes, what are the terms of the contract?’”

[4] At this stage of the proceeding no defence had been delivered and the alleged agreement the subject of the order, the existence of which was asserted by the defendants, was not referred to in any pleading let alone particularised.

[5] The matter came on for hearing on 5 December 2002 and was adjourned to a date to be fixed.  No defence had been filed by 12 December when it was ordered that the defendants file and serve points of claim by 13 January 2003 and that “the plaintiff respond by 27 January 2003.” These pleadings within pleadings were then filed and served.

The allegations in the points of claim

[6] The defendants’ points of claim relevantly allege  –

 

(a) That by an agreement made between the plaintiff and the defendants, the defendants agreed to purchase and the plaintiff agreed to sell bentonite material “contained in stockpiles 1, 2 and 3 on the leased area and bagged product, stock on hand and consumables on hand … which was in the possession of (the defendants) as at 7 February 2002.”;

 

(b) In paragraph 6, that the agreement was “contained in evidenced by or is to be inferred from” the following documents;

(a) (plaintiff’s) letter dated 7 February 2002;

(b) (defendants’) letter dated 12 February 2002 to plaintiff’

(c) (defendants’) letter dated 31 May 2002 to plaintiff;

(d) (plaintiff’s) solicitor’s email dated 6 June, 2002 to defendants’ solicitors;

(e) (plaintiff’s) email of 12 September 2002 to defendants.

 

(c) In paragraph 7, that insofar as the agreement was made orally it was made between John Seppanen on behalf of the defendants and Thor Berding on behalf of the plaintiff at the offices of the defendants’ solicitors in “Ipswich in the presence of Clark Bushnell and Anthony Dean between 3 and 5 pm on 2 September 2002.” Mr Dean and Mr Bushnell are solicitors acting for the plaintiff and the defendants respectively.

[7] Charitably construed, paragraph 7 of the points of claim alleges that the following terms were agreed orally –

 

“(a)That Seppanen would provide an indemnity in relation to any actions or claims whatsoever by Willowbank Pty Ltd against Ebenezer;

(b)the price was $220,00, including GST;

(c)The indemnity was subject to the provision of a statement of assets and liabilities by the Seppanens to be provided on 3rd September, 2002;

(d)That finance was not a condition of the contract, but that Ebenezer was mindful that funding for the purchase was dependant on the financier would peruse the new finalised contract and arrange for drawing down of funds;

(e)The settlement would occur on the same day that the contract was signed if practicably possible, and if not the day thereafter.”

[8] Paragraph 8 of the points of claim alleges –

 

“8.  The Claimant and the Respondent at all times material to this claim were moving to a date of settlement, such settlement date was to be agreed, when the Respondent, by letter dated 12 September, 2002, through its representative Berding purported to terminate the agreement.”

[9] The points of claim seek a declaration that “as at 10 October 2002 there existed between the parties a valid and immediately enforceable contract for the sale by the (plaintiff) to the (defendants) of the bentonite stockpiles and bagged bentonite, together with an assignment of contracts for CHEP pallets”.

[10] Also sought was a declaration that “the essential terms of the contract were:

 

(i)That the price for the bentonite material and other consumable items was $220,000.00 inclusive of GST;

(ii)That the date for completion was to be agreed between the parties”.

[11] After some discussion at the commencement of the trial, the defendants’ counsel sought, and was given, leave to amend the points of claim by deleting sub-paragraph (e) from paragraph 6 and by deleting paragraph 7. The case presented was thus one of an agreement constituted by four written communications, the last of which was the email of 6 June 2002.

[12] Somewhat unusually, the points of claim do not allege when the contract was made but, it may be inferred from the amendment that it came into existence on 6 June 2002.

[13] In its “response to points of claim” the plaintiff denies the existence of any agreement such as that alleged by the defendants. 

The dealings between the parties up to 6 June 2002

[14] In a letter of 7 February 2002 to JNJ Earthmoving, the name under which the defendants carried on business, (the first of the documents alleged to constitute the agreement), the plaintiff offered “JNJ Resources first option to tender for” three stockpiles, “bagged product stock on hand” and “consumables on hand”. JNJ was requested to submit a tender by 1 March 2002.

[15] Mr John Seppanen, on behalf of the defendants, responded to the letter on 12 February, (the second document alleged to form part of the agreement) stating that the defendants wished to make an offer for the stockpiled bentonite. He further stated that the defendants would be willing to buy or lease the land on which the bentonite was stockpiled or to shift it over a period of time. He asked that the plaintiff give consideration to its preferences in that regard. There then ensued correspondence in which the defendants made an offer which was rejected on 25 February 2002 by the plaintiff. A further offer was made and rejected and negotiations continued.

[16] The plaintiff wrote to the defendants on 28 February setting out the terms on which it was prepared to sell the stockpiles and stated –

 

“Please note that until such time as there has been a document drafted and signed by all parties, no agreement can exist. Unless accepted prior to 5.00pm 1 March, this proposal will automatically lapse.”

[17] The defendants, in writing, asked for an extension of time for 14 days and the granting of the request was confirmed in the plaintiff’s letter to the defendants of 1March 2002.

[18] By a letter of 13 March the defendants made a counter-offer. Further negotiations took place and on 2 May the plaintiff wrote to the defendant stating that its current offer had lapsed and notifying its intention to remove the stockpiles.

[19] On 23 May 2002, the plaintiff’s solicitors wrote to the defendants’ solicitors stating that no agreement had been reached between the parties and that the plaintiff would proceed with its action “to stop the use of the bentonite by your clients and to recover the balance of the stockpiles”.

[20] The defendants’ solicitors responded to that communication on the same day stating, inter alia, that –

 

“The proposed price for sale of the bentonite at $220,000 is acceptable to our client.

Its financier has approved in principle funding to facilitate purchase of the bentonite and general expansion of our client’s existing business.

It is unlikely however that funding will be made available for the purchase of the bentonite done (sic) until July, 2002.”

[21] The defendants’ solicitors faxed the plaintiff’s solicitors as follows on 31 May

 

“Our client’s representative, Mr John Seppanen, has instructed that our client is prepared to enter into a contract for the purchase of the Bentonite stockpile (at the agreed price of $220,000, including GST) which is not conditional upon finance, provided the completion date is sometime in July 2002.

Given that, would you please obtain your client’s instructions with a view to forwarding to us a draft contract for our perusal as soon as is possible.”

This is the third of the pleaded communications.

[22] On 6 June 2002, the plaintiff’s solicitors informed the defendants’ solicitors in an email that a draft contract “for finalisation of all issues” between the parties was being prepared for the defendants’ consideration and confirming that the sale price was to be “$220,000 inclusive of GST with settlement in early July”. As it is the last of the pleaded communications, I will set out its contents in full.

 

“Further to our discussion, I confirm that we are currently preparing a draft contract for finalization of all issues between JNJ and ECM for your clients’ consideration. We anticipate having the contract of sale in draft form to you by 14/6/02. We confirm the sale price for the bentonite is to be $220,000 inclusive of GST with settlement in early July.”

Dealings between the parties after 6 June

[23] A draft agreement was submitted by the plaintiff’s solicitors to the defendants’ solicitors by email on 24 June.

[24] The draft showed the parties to the proposed agreement as the plaintiff, Judith Seppanen, John Seppanen and Neil Seppanen trading as JNJ Earthmoving and also Willowbank Speedway Pty Ltd. It was 19 pages long, recited that the stockpiles were on land owned by Willowbank Speedway Pty Ltd and leased by it to the Seppanens and provided for the release and abandonment by Willowbank of any claims against the plaintiff in relation to the stockpiles and the use of Willowbank’s land.

[25] The defendants’ solicitors emailed back an amended draft on 8 July observing that it had been “amended pursuant to my client’s instructions for your consideration”. The amendments, which were extensive, included the deletion of Willowbank as a proposed party and the inclusion of Renae Seppanen as a party.

[26] A further revised draft was emailed by the plaintiff’s solicitors to the defendants’ solicitors on 2 August 2002. The email stated –

 

“….

3. You will note that the sale is subject to your client procuring WS P/L execution of the release within 14 days.

4. Please note these documents are tendered subject to final review by EMC.”

[27] The new draft was accompanied by a draft deed of release expressed to be between Willowbank and the plaintiff. The plaintiff’s solicitors emailed the defendants’ solicitors on 13 August stating that “if the transaction is to proceed final settlement must happen this week – this includes the release”.

[28] The fifth, and last, version of the draft agreement was sent as an attachment to an email on 4 September from the plaintiff’s solicitors which stated –

 

“Further to our conference on Monday and our subsequent telephone discussions, please find attached version 5. Note the red marked provisions follow on from our earlier edits. We note that you are awaiting confirmation from your clients as to timing for funds and that you will call us today to confirm what the status is. NB we require settlement by Friday.”

[29] On 12 September, in an email to the defendants’ solicitors, the plaintiff’s solicitors wrote that their client had not returned telephone calls from Mr Berding and that Mr Deane had not heard from Mr Bushnell. A copy of a letter from the plaintiff to the defendants dated 12 September 2002 was attached. That letter stated –

 

“Further to our meeting last week at Bushnell’s office and our phone call to you yesterday afternoon, we regretfully advise that in the absence of confirmation by you that finance has been approved, or is in the process of being approved for the purchase of the bentonite, EMC are terminating the sale negotiations with you, effective today.

When we met on the 2 September the only issue outstanding was finance. Given that the transaction was originally scheduled to settle in July with the same finance, your continued delay is unacceptable.

We have been forced into making this decision by your inability to settle this matter in accordance with the agreed conditions negotiated over the past six months and we are simply not prepared to wait any longer.

EMC will now pursue other sale opportunities and will contact you in the near future to arrange the removal of the bentonite stocks and the subsequent rehabilitation of the stockpile site.”

[30] The defendants responded in writing the next day stating, inter alia –

 

“You are wrong in your statement that when we met on 2 September the only issue outstanding has been finance. We went to great pains and expense to satisfy your demands at the meeting for example the accountant and others to put themselves out to help us comply with your demands regarding our net worth.

We have not made false statements on when the money will be available as it is out of our control and it has been a very trying exercise due to your demands.

We refuse any access by you to the bentonite for removal and are seeking legal advice on your now breach of contract.” (emphasis supplied)

Events after 12 September 2002

[31] In an email of 13 September 2002 to the defendants’ solicitors the plaintiff’s solicitors referred to a discussion the previous day and set out the plaintiff’s plans for removal of the bentonite. 

[32] On 18 September the defendants’ solicitors in a fax to the plaintiff’s solicitors responded to the 13 September email asserting that the defendants could not give proper consideration to the proposal owing to its lack of detail.  Queries were raised in relation to environmental protection and local authority requirements as well as remediation of the land.  Those queries were the subject of a detailed response in an email from the plaintiff’s solicitors of 20 September 2002. 

[33] The defendants’ solicitors in an email to the plaintiff’s solicitors of 23 September 2002 said –

 

“…

4.Our clients have instructed that they should be in a position to have finance confirmed such that an offer can be made to your client for the purchase of the bentonite by next week but if your client is determined to incur the costs of issuing legal proceedings then there is little our clients can do to prevent that other than to suggest that is unnecessary and inflammatory and that alternative dispute resolution procedures would more efficaciously resolve any dispute.” (emphasis supplied)

[34] On 2 October 2002 the plaintiff’s solicitors faxed to the defendants’ solicitors a copy of a letter to JNJ Resources Pty Ltd from a financier giving approval in principle for a loan of $400,000.00.  The next day the plaintiff’s solicitors sent an email noting that the offer was conditional in a number of respects, referring generally to the history of the matter and stating –

 

“Your fax of 03/10 does not change our client’s position.  It wants access to its bentonite for the purpose of removal and will proceed on 10/10 with the injunction application.”

The parties’ respective arguments

[35] The defendants contend that the facts fall within the first class of case addressed in the following passage from the judgment of the Court in Masters v Cameron.[1]

 

“Where parties who have been in negotiation reach agreement upon terms of a contractual nature and also agree that the matter of their negotiation shall be dealt with by a formal contract, the case may belong to any of three classes. It may be one in which the parties have reached finality in arranging all the terms of their bargain and intend to be immediately bound to the performance of those terms, but at the same time propose to have the terms restated in a form which will be fuller or more precise but not different in effect. Or, secondly, it may be a case in which the parties have completely agreed upon all the terms of their bargain and intend no departure from or addition to that which their agreed terms express or imply, but nevertheless have made performance of one or more of the terms conditional upon the execution of a formal document. Or, thirdly, the case may be one in which the intention of the parties is not to make a concluded bargain at all, unless and until they execute a formal contract.

In each of the first two cases there is a binding contract: in the first case a contract binding the parties at once to perform the agreed terms whether the contemplated formal document comes into existence or not, and to join (if they have so agreed) in settling and executing the formal document; and in the second case a contract binding the parties to join in bringing the formal contract into existence and then to carry it into execution. …

Cases of the third class are fundamentally different. They are cases in which the terms of agreement are not intended to have, and therefore do not have, any binding effect of their own.” (emphasis supplied)

[36] The plaintiff contends that the parties did not intend to be bound until a formal contract was executed and that the circumstances of this case thus fall within the third class of cases referred to in Masters v Cameron

[37] Mr Petersen, who appeared for the defendants, placed emphasis on consensus as to price and settlement date achieved in the communications of 31 May and 6 June. Those matters, he submitted, were the only issues outstanding between the parties when the latter communication was sent and received.

Did the communications on which the defendants rely result in an agreement?

[38] A difficulty with the latter submission is that the offer in contemplation on 6 June was that set out in the plaintiff’s communication of 28 February. It contained a requirement that “Any arrangement is reduced to an agreement drafted by our lawyers and contains full releases for all parties”. The concluding words of the 28 February letter, which are quoted above, also emphasised that any agreement was dependant on the signing of a written instrument.

[39] The deadline for acceptance of the plaintiff’s offer was extended. On 13 March the defendants purported to accept the offer on conditions and thus made a counter-offer. It was not accepted and the defendants made further written offers on 22 May. They were not addressed specifically by the plaintiff but negotiations continued against a background of the plaintiff’s threat to commence legal proceedings.

[40] When the defendants’ solicitors wrote to the plaintiff’s solicitors on 31 May it is plain that they did so by way of continuing negotiations against the background of the last offer which the plaintiff had made. The plaintiff’s offer, although rejected, was capable of being revived by being repeated or by the parties’ conduct.[2]The letter of 31 May commences by referring to previous communications. It is not couched in terms of an offer capable of acceptance, but as an attempt to resolve areas of difference. The letter notes that the defendants “are prepared to enter into a contract” at a specified price and requests production of a “draft contract” for “perusal”.

[41] The words “a draft contract for finalisation of all issues between JNJ and ECM for your consideration” in the plaintiff’s 6 June response is also more suggestive of a step in the negotiations than of an assertion of a concluded bargain.

[42] The question of whether a binding contract resulted from negotiations between parties who had in contemplation the signing of a formal agreement is to be determined by reference to the intention of the parties “disclosed by the language the parties have employed”.[3]

[43] McHugh JA in GR Securities v Baulkham Hills Private Hospital Pty Ltd[4] expressed the question for determination this way –

 

“However, the decisive issue is always the intention of the parties which must be objectively ascertained from the terms of the document when read in the light of the surrounding circumstances”.

Where, as is the case here, a binding agreement is alleged to have come into existence after oral and written communications between the parties over a period of time, the communications alleged to constitute the agreement must be considered in the light of the other exchanges and not in isolation.[5] Also, the question of whether a binding agreement has been concluded is not always capable of resolution by attempting to draw out of oral and written exchanges a discrete offer and acceptance.

[44] In Integrated Computer Services Pty Ltd v Digital Equipment Corp (Aust) Pty Ltd[6] McHugh JA, with whose reasons Hope and Mahoney JJA agreed, said –

 

“It is often difficult to fit a commercial arrangement into the common lawyers' analysis of a contractual arrangement. Commercial discussions are often too unrefined to fit easily into the slots of ‘offer’, ‘acceptance’, ‘consideration’ and ‘intention to create a legal relationship’ which are the benchmarks of the contract of classical theory. In classical theory, the typical contract is a bilateral one and consists of an exchange of promises by means of an offer and its acceptance together with an intention to create a binding legal relationship ...

Moreover, in an ongoing relationship, it is not always easy to point to the precise moment when the legal criteria of a contract have been fulfilled. Agreements concerning terms and conditions which might be too uncertain or too illusory to enforce at a particular time in the relationship may by reason of the parties' subsequent conduct become sufficiently specific to give rise to legal rights and duties. In a dynamic commercial relationship new terms will be added or will supersede older terms. It is necessary therefore to look at the whole relationship and not only at what was said and done when the relationship was first formed.”

[45] In Vroon BV v Foster’s Brewing Group,[7] Ormiston J referred to the following passage from the judgment of Cooke J in Meates v Attorney-General[8] with approval 

 

“I would not treat difficulties in analysing the dealings into a strict classification of offer and acceptance as necessarily decisive in this field, although any difficulty on that head is a factor telling against a contract. The acid test in the case like the present is whether, viewed as a whole and objectively from the point of view of reasonable persons on both sides, the dealings show a concluded bargain.”

[46] After 6 June the parties continued to negotiate contractual terms and quite significant ones at that. That regard may be had to these dealings in order to determine whether a contract came into existence is well established.[9]

[47] However, parties to negotiations may, by their words and conduct, make it clear that they do intend to be bound even though there are other terms yet to be agreed,[10] provided of course, that all essential terms of their bargain are agreed.[11]

[48] And the mere fact that negotiations continue after the point at which an agreement is alleged to have come into existence does not lead necessarily to the conclusion that no binding agreement was reached.[12] But the existence of such negotiations, particularly if they concern matters of substance, will suggest that no contract was formed.[13]

[49] As Cozens-Hardy MR said in Perry v Suffields[14] -

 

“Though, when a contract is contained in letters, the whole correspondence should be looked at, yet if once a definite offer has been made and it has been accepted without qualifications, and it appears that the letters of offer and acceptance contained all the terms agreed on between the parties, the complete contract thus arrived at cannot be affected by subsequent negotiation.  When once it is shown that there is a complete contract, further negotiations between the parties cannot, without the consent of both, get rid of the contract already arrived at.” 

[50] In Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd[15] Gleeson CJ, with whose reasons the other members of the Court agreed, referring to the correspondence between the parties after the date of the alleged agreement, said 

 

“In the present case that correspondence has a particular bearing on the interpretation and understanding of the earlier communications in that it constitutes an important source of information as to what are matters incidental, or for that matter essential, to a transaction of the nature in question.  In a case where a court is required to make a judgment concerning the intention of the parties in relation to what might broadly be described as a Masters v Cameron ((1954) 91 CLR 353) dispute, it will normally be of importance that the court have an understanding of the commercial context in which the dispute arises, and a most significant feature of that context will relate to the subject which the parties regard, or would ordinarily be expected to regard, as matters to be covered by their contract.  In some cases, such as transactions involving the sale and purchase of land, or leases, courts may properly feel well equipped to form a view on such matters without the need for much evidence.  In many cases, however, of which the present is a good example, there is a need for evidence in one form or another as to what subjects would be regarded as requiring agreement between the parties.  In this case the best evidence on that subject is to be found in the actual communications between the parties and, in particular, in the issues which they in fact addressed when they set about drafting their detailed contract.” 

[51] Resort to the post 6 June communications reveals that the parties, or at least the plaintiff, required the agreement in relation to the bentonite to contain releases which would protect the plaintiff from claims by Willowbank as well as by the defendants. Other matters included in the first draft were: warranties; BST provisions; a limited on the damages recoverable for breach of contract, procedures to be followed in the case of third party claims; the assumption by the defendants of statutory obligations and stamp duty liability.

[52] The detailed alterations and additions made to the first draft by the defendants’ solicitors do not suggest that the defendants regarded the essential terms of the agreement as confined to price, quantities of bentonite to be purchased, payment and completion. It is thus unlikely that on 6 June either party intended that there be a binding agreement in the absence of a signed formal agreement recording terms of the nature of those contained in the various drafts.

[53] The subject correspondence does not contain, in my view, either a definite offer or an unqualified acceptance. Nor is there anything in it which suggests an immediate intention to be bound in advance of the preparation and consideration of the document containing the terms of the bargain. The communications of 31 May and 6 June, when viewed in context, are no more than steps in the negotiating process.

[54] Moreover, despite one assertion of the existence of an agreement by the defendants after 6 June, the strong flavour of the dealings between the parties after that date is one of acceptance of the non-existence of a binding agreement. An examination of the dealings between the parties reveals no more than a process of negotiation which failed to produce a complete consensus and the only way in which one can mount an argument, albeit modest, that an agreement was concluded, is by referring to the pleaded communications and ignoring the remainder.

[55] Plainly, the parties failed to reach agreement concerning the sale of the bentonite stockpiles and related property.

[56] The formal orders will be –

 

(a) It is declared that no agreement for the sale by the plaintiff to the defendants of bentonite in stockpiles and related materials and for the assignment of the plaintiff’s interests in contracts concerning CHEP pallets existed on, before or after 10 October 2002.

(b) It is ordered that the defendants pay the plaintiff’s costs of and incidental to the separate determination of the above issue to be assessed on the standard basis.

 

Footnotes

[1](1954) 91 CLR 353 at 360-361.

[2] Brambles Holdings Limited v Bathurst City Council [2001] NSWCA 61 at para 80.

[3] Masters v Cameron (supra) at 362.

[4] (1986) 40 NSWLR 631.

[5] Cf Storer v Manchester City Council [1974] 1 WLR 1403 at 1408 in Bellamy v Debenham (1889) 45 Ch D 481.

[6] (1988) 5 BPR 97326 at 11,117-11,118.

[7] [1991] 2 VR 32 at 82-3.

[8] [1983] NZLR 308 at 337.

[9] Brogden v Metropolitan Railway Co (1877) 2 App Cas 666, B Seppelt & Sons Ltd v Commissioner for Main Roads (1975) 1 BPR 9147 and Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd [1988] 18 NSWLR 40 and Brambles Holdings Limited v Bathurst City Council [2001] NSWCA 61.

[10] cf Storer v Manchester City Council [1974] 1 WLR 1403 at 1408.

[11] Thorby v Goldberg (1964) 112 CLR 597.

[12] Cf Pagsan SP A v Feed Products Ltd [1987] 2 Ll Rep 601.

[13] Bellamy v Debenham (1890) 45 Ch D 481.

[14] [1916] 2 Ch 187 at 192.

[15] (supra) at 548.

Close

Editorial Notes

  • Published Case Name:

    Ebenezer Mining Co P/L v Judith Seppanen & Anor

  • Shortened Case Name:

    Ebenezer Mining Co Pty Ltd v Seppanen

  • MNC:

    [2003] QSC 62

  • Court:

    QSC

  • Judge(s):

    Muir J

  • Date:

    17 Mar 2003

  • White Star Case:

    Yes

Litigation History

No Litigation History

Appeal Status

No Status