Goldmaster Homes Pty Ltd v Johnson

Goldmaster Homes Pty Ltd appealed to the New South Wales Court of Appeal against a decision of Brownie AJ in the Supreme Court of New South Wales. The dispute concerned whether a concluded contract existed for a right of first refusal in relation to certain land. Goldmaster Homes argued that such a contract had been formed through a series of correspondence and conversations.

The Court of Appeal was required to determine whether the evidence established a concluded agreement for a right of first refusal. This involved considering the nature of a right of first refusal and the relevant case law, including observations from *Woodroffe v. Box* and *Mackay v. Wilson*. The court also had to assess Goldmaster Homes' argument that decisions from the United States should be followed in interpreting the agreement.

The Court of Appeal affirmed the findings of Brownie AJ, concluding that the evidence did not demonstrate a concluded contract for a right of first refusal. The judges applied established principles regarding offer and acceptance in contract formation, finding that the parties had not reached a sufficient level of agreement. The court rejected the argument to follow US case law, instead relying on Australian authorities. The appeal was dismissed with costs.