Cullen v Sema

In *Cullen v Sema* [1998] NSWCA 65, the New South Wales Court of Appeal considered a dispute between the appellant, Cullen, and the respondent, Sema. The case concerned the interpretation and enforceability of a written agreement, specifically whether it constituted a valid and binding contract for the sale of a business.

The primary legal issue before the Court of Appeal was whether the agreement, as evidenced by a series of letters and a draft contract, contained all the essential terms necessary to form a legally binding contract for the sale of the business. This involved determining whether there was a sufficient degree of certainty and a concluded agreement on the price, subject matter, and other fundamental aspects of the transaction, or if the parties remained in a state of negotiation.

The Court analysed the correspondence exchanged between the parties, applying principles of contract law regarding offer, acceptance, and the requirement for certainty in essential terms. It was held that the communications did not demonstrate a concluded agreement on all essential terms, particularly concerning the price and the precise nature of the business being sold. Consequently, the Court found that no binding contract had been formed.

The appeal was dismissed, with the Court affirming the primary judge's finding that no enforceable contract existed between the parties.