Darryll Cullen v ZLB Behring LLC

Darryll Cullen commenced proceedings against ZLB Behring LLC, alleging breaches of an Exclusive Distributorship Agreement. The dispute centred around the incompleteness of the contract, particularly the failure to agree on the product price, which left the agreement uncertain. The Federal Court of Australia was tasked with determining the enforceability of the agreement in light of this uncertainty.

The primary issue for the court was whether the agreement, despite the absence of a definitive price, was sufficiently certain to be enforceable. The court examined whether the missing terms were necessary to make the agreement certain and, if so, whether the agreement could still be enforced if the missing terms were implied or determined by the court. The court also considered whether the failure to agree on the price rendered the agreement incomplete and, therefore, unenforceable.

The court held that the absence of a definitive price was a critical term necessary for the agreement to be certain. As the parties had failed to agree on the price, which was essential to the agreement, the contract was incomplete and unenforceable. The court found that the parties had not provided a mechanism for determining the price, and thus the agreement could not be enforced as it stood. The court concluded that the failure to agree on the price was a fundamental defect in the agreement, rendering it incomplete and unenforceable.

The court ordered that the Exclusive Distributorship Agreement between Darryll Cullen and ZLB Behring LLC was unenforceable due to the lack of certainty regarding the product price. The court declined to imply or determine the price, finding that doing so would require the court to rewrite the agreement rather than merely filling in gaps. The court dismissed the proceeding, leaving the parties to negotiate a new agreement with all necessary terms agreed upon.