Itskos v Ekklisirhis

In *Itskos v Ekklisirhis*, the New South Wales Court of Appeal considered a dispute concerning the enforceability of an oral agreement for the sale of a business. The appellant, Mr Itskos, sought to enforce an alleged oral agreement with the respondents, Mr and Mrs Ekklisirhis, for the purchase of their bakery business. The respondents denied the existence of a concluded agreement, asserting that negotiations had not reached a point where a binding contract was formed.

The central legal issue before the Court of Appeal was whether the parties had reached a concluded agreement for the sale of the business, notwithstanding the absence of a formal written contract. This required the court to determine if the oral discussions and conduct of the parties evinced an intention to be legally bound, and if all essential terms of the agreement had been sufficiently identified and agreed upon.

The Court of Appeal, applying established principles of contract law, found that the evidence did not support the existence of a concluded oral agreement. It was held that while negotiations had occurred, there remained significant outstanding matters, including the precise terms of payment and the scope of the assets included in the sale, which had not been finally agreed. Consequently, the court concluded that the parties had not reached a stage where they intended to be legally bound, and therefore, no enforceable contract had come into existence. The appeal was dismissed.