Custom Credit Corporation Limited v Cenepro Pty Limited

The High Court of Australia heard an application for special leave to appeal in the matter of *Custom Credit Corporation Limited v Cenepro Pty Limited*. The applicant, Custom Credit Corporation, sought to challenge a lower court's finding of contractual liability. The dispute arose from Custom Credit's alleged failure to provide funds for a redevelopment project at Bellevue Hill, Sydney, as contemplated by a contract formed by the adoption of terms from a prior written offer.

The central legal issue before the High Court was whether a binding contract had been formed, notwithstanding that the agreement contemplated the execution of further documents. Specifically, the court was asked to consider the effect of a clause requiring the parties' lawyers to agree on the terms of these further documents, where the basis for such agreement was not otherwise specified. This raised questions about the application of the principles established in *Masters v Cameron* to situations where a party's satisfaction is the sole criterion for determining the terms of future documentation.

The applicant argued that the contract was not binding because it was subject to the execution of further formal documents, a scenario akin to those considered in *Masters v Cameron*. However, the court's discussion, particularly Justice Dawson's interjections, focused on whether the specific clause in question provided an objective basis for the parties to reach agreement on the further documentation, or if it merely expressed an intention to reach agreement at a later stage without a defined mechanism for doing so. The court considered whether the "satisfaction" of the parties' lawyers constituted a sufficiently certain criterion to render the agreement binding, or if it left essential terms to be determined by future agreement, thereby preventing the formation of a concluded contract.