Dunne v Owens

In *Dunne v Owens* [1988] NSWCA 38, the New South Wales Court of Appeal considered a dispute between the appellant, Dunne, and the respondent, Owens. The case concerned the interpretation and enforceability of a written agreement for the sale of a business.

The primary legal issue before the Court of Appeal was whether the agreement constituted a binding contract for the sale of the business, notwithstanding certain ambiguities and alleged deficiencies in its terms. Specifically, the Court had to determine if the essential terms of the agreement were sufficiently certain to be enforceable at law, and if any purported conditions precedent had been satisfied or waived.

The Court of Appeal found that the agreement, when read as a whole, contained sufficient certainty regarding the essential terms of the sale, including the subject matter and price. It applied the principle that courts will endeavour to give effect to commercial agreements where possible, and that a lack of express detail does not necessarily render an agreement void for uncertainty if the intention of the parties can be ascertained. The Court also considered the conduct of the parties in relation to the alleged conditions precedent, concluding that they had acted in a manner consistent with the existence of a binding contract.

The Court of Appeal dismissed the appeal, upholding the primary judge's finding that a binding contract for the sale of the business existed between the parties.