Alexakis v Theodorelos

In *Alexakis v Theodorelos* [1996] NSWCA 10, the New South Wales Court of Appeal considered a dispute concerning the enforceability of an oral agreement for the sale of a business. The appellant, Alexakis, sought to enforce the agreement against the respondent, Theodorelos, who had subsequently resiled from the arrangement.

The central legal issue before the Court of Appeal was whether the oral agreement, as alleged by the appellant, constituted a binding contract for the sale of the business, notwithstanding the absence of a formal written contract. This involved determining whether the parties had reached a concluded agreement on all essential terms and whether the agreement was sufficiently certain to be enforceable at law.

The Court of Appeal, applying established principles of contract law, found that the parties had not reached a concluded agreement on all essential terms. Specifically, the Court determined that crucial aspects of the transaction, such as the price and the method of payment, remained subject to further negotiation and were not definitively settled. Consequently, the Court held that there was no binding contract in existence, as the agreement lacked the necessary certainty to be legally enforceable.

The appeal was dismissed, with the Court of Appeal upholding the decision of the lower court that no enforceable contract had been formed.