Ferrcom Pty Ltd v Inbush (NSW) Pty Ltd

Ferrcom Pty Ltd (the appellant) appealed to the New South Wales Court of Appeal against a decision of the Supreme Court of New South Wales. The dispute concerned the interpretation and enforceability of a written agreement between Ferrcom and Inbush (NSW) Pty Ltd (the respondent), which involved the sale of a business.

The primary legal issue before the Court of Appeal was whether the agreement constituted a valid and enforceable contract, specifically in relation to the payment of a deposit and the subsequent conduct of the parties. The court was required to determine if the respondent had validly terminated the agreement and was entitled to retain the deposit paid by the appellant.

The Court of Appeal considered the principles of contract formation and termination, particularly in circumstances where there may be a failure to comply with express terms. The court analysed the correspondence between the parties and the actions taken by each, concluding that the respondent had not waived its right to enforce the terms of the agreement regarding the deposit. The court found that the appellant had failed to meet its contractual obligations, and therefore the respondent was entitled to terminate the agreement and retain the deposit. The appeal was dismissed.