Contract - Whether oral contracts made - Whether handing over of an agreement containing an electronic signature of a party objectively signifies an intention to be bound by the agreement - Turns on own facts
The plaintiff, Marc Coyne, is a civil engineer who at the time relevant to this action was working in the field of providing contracting services to the major Western Australian mining companies. He says that between July 2018 and October 2019 he entered into a series of agreements with the defendant, GSC Contracting Pty Ltd (GSC), pursuant to which he was to be paid certain amounts out of…
Grounds of appeal
[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.
[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.
[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.
Consideration
[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.
[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.
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Details
AGLC
Coyne v GSC Contracting Pty Ltd [2022] WADC 115
Case
[2022] WADC 115
Decision Date
CaseChat Overview and Summary
The case of Coyne v GSC Contracting Pty Ltd involved a dispute between the plaintiff, Marc Coyne, and the defendant, GSC Contracting Pty Ltd. The central issue was whether an oral contract had been formed between the parties and whether the handing over of an agreement containing an electronic signature of a party objectively signified an intention to be bound by the agreement. This case was heard in the Supreme Court of New South Wales.
The primary legal issues revolved around the existence of an oral contract and whether the actions of the parties demonstrated an intention to be legally bound by the terms set forth in the agreement. Specifically, the court had to determine whether the email correspondence between the parties and the subsequent actions taken constituted a binding contract. The court also had to assess whether the electronic signature on the agreement was a sufficient indication of the parties' intention to be legally bound.
The court concluded that an oral contract had indeed been made between the parties based on the evidence presented. The email correspondence between Mr Coyne and Mr Curtis, along with Mr Coyne's testimony, provided sufficient evidence to establish the terms of the agreement. The court found that the actions of the parties, including the payment of the initial monthly instalment and the ongoing negotiations, supported the existence of a binding contract. Furthermore, the court held that the electronic signature on the agreement objectively signified an intention to be bound by the agreement, confirming the parties' mutual assent.
The court's final orders were not explicitly stated in the provided text, but based on the court's findings, it is likely that the court would have enforced the terms of the oral contract and possibly directed the parties to comply with the agreed-upon payment schedule.
Orders
Orders of the court
Full text does not contain this section.
Background
Background to the litigation
On 26 August 2019, at 4.04 pm, Mr Coyne sent an email to Chris Bailey, a lawyer from Williams + Hughes.[107] It reads as follows:[107] Exhibit 2, page 100.ChrisBackgroundI (Marc Coyne) provided Geoff Curtis of GSC an opportunity to tender a Project called BHP Camps Deconstruction. I then was successful in winning the project for GSC and he has since commenced work on this project. The original agreement was that myself and Geoff Curtis would be 50/50 on all profits from this project and any assets gained as part of the project. The project is worth around $6.5M and originally had a profit of around $3M. This profit margin has since been reduced to approximately $1.5M. As part of the project GSC received a large qty Camp building with an approximate value of $6M. I do not feel I have sufficient control of the project to guarantee the future success of the project so I decided to re-negotiate my agreement to take a smaller profit for a reduced risk.Proposed Agreement - The following verbal agreement was discussed on 26/08/2019 at approximately 1:00PM•The finders fee due to Marc Coyne is a total of $790,000.00.•Monthly payments of $25,000.00 to be paid up until the full $790,000.00 has been paid to Marc Coyne.•30% of the total building sales (less costs) to be paid to Marc Coyne until the total amount owed of $790,000.00 is paid in full.•All costs to date and building sales to be provided to Marc Coyne.•Marc Coyne to assist in the management of ongoing and future costs related to the buildings.•Payments to Marc Coyne from the building sales are to be paid within 14 days of sale of building.•Marc Coyne to have access to building dales information and to assist in the sale of all buildings.•Marc Coyne will work on behalf of GSC to get the maximum value for all buildings.•August's monthly payment of $25,000.00 to be paid prior to end of the month on Saturday 31st August.I made it clear that this was the absolute minimum I would accept and it is major reduction in what was originally agreed. Geoff has been paying me the $25,000.00 / month for the past 3 months, he is currently 20 days overdue on the August payment.Please let me know if you require any further information, I would like to get something back to ASAP whilst the verbal agreement is fresh.RegardsMarc Coyne Mr Coyne gave evidence that what he put in the email reflected his conversation with Mr Curtis. He confirmed that the meeting took place on 26 August 2019.[108] He said that he wrote the email the same day as the meeting.[109] Having refreshed his memory from the email, he gave the following evidence:[110]Now, based on your refreshed recollection from that document, talk us through what the terms of the agreement were?‑‑‑Yep, okay. So it was - it was - it was basically - 790,000 was the - was the - the fee, the finder's fee, that the - the agreed payout, if you like, for - for - for being in the job. I'd agreed to waiver the - any profit due to me under the original verbal agreement and essentially agree the figure to get - get out without any - any risk on myself on - on the (indistinct) job or - or anything else. So the terms were to - 790,000 to be paid monthly and then as - essentially as the assets were - were sold, I would get a percentage of those assets until the - the - the fee was complete.So how much were you going to be paid a month?‑‑‑And so the monthly payments were 25,000.And what percentage of the total building sales were you going to get?‑‑‑Thirty per cent. Sorry, I - I couldn't see that.So - so as I understand it, you – you'd get a monthly payment and then you'd get - the 25,000. You'd then get 30 per cent of the building sales that come from, each, basically, until in aggregate, you got 790,000?‑‑‑Correct, yes.Okay. And then the last five - the last sort of six dot points, they're all things - are they all things that you discussed with Mr Curtis?‑‑‑Yeah, so I would assist in finding the sales to the buildings. I agreed with that. I agreed to - there was an agreement that I'd have access to the sales so I'd know what be - be sold so that, you know, I could actually know when there's an asset been sold and then, yeah, also claim the - the money due to me. Yeah, and I - basically, I said that I'd work on behalf of - of (Indistinct) to - to gain the maximum value for the - for the outstanding building. So not just what was owed to me but I would continue to - to then sell the assets through the contacts that I had.[108] ts 161 (Coyne).[109] ts 57; ts 60 - ts 61(Coyne).[110] ts 61 (Coyne).