Eslick v Kelly

In *Eslick v Kelly*, the New South Wales Court of Appeal considered a dispute between the appellant, Eslick, and the respondent, Kelly. The case concerned the interpretation and enforceability of a written agreement for the sale of a business, specifically a hotel, and the associated licence.

The primary legal issues before the Court were whether the agreement constituted a valid and enforceable contract for the sale of the business and its licence, and if so, whether the respondent had breached its terms. The Court also had to determine the appropriate remedies available to the appellant in light of the alleged breach.

The Court analysed the terms of the written agreement, paying close attention to the intention of the parties and the certainty of the essential terms. It applied principles of contract law regarding offer, acceptance, consideration, and the requirement for certainty in contractual obligations. The Court found that the agreement, as drafted, lacked sufficient certainty in relation to the sale of the licence, rendering it unenforceable in that respect. However, the Court determined that the agreement was sufficiently certain to constitute a contract for the sale of the business itself. The Court then considered the respondent's conduct in light of the enforceable terms of the agreement and concluded that a breach had occurred.

Ultimately, the Court ordered that the appeal be allowed in part, setting aside the orders of the primary judge and remitting the matter to the Supreme Court for determination of damages for the breach of contract relating to the sale of the business.