Kemeny v Gergely

In *Kemeny v Gergely* [1996] NSWCA 300, the New South Wales Court of Appeal considered a dispute concerning the enforceability of an alleged oral agreement for the sale of land. The appellant, Mr Kemeny, sought to enforce an agreement he claimed to have made with the respondent, Mr Gergely, for the purchase of a property. Mr Gergely denied the existence of such an agreement, or at least denied that it was concluded on terms that would be legally binding.

The central legal issue before the Court of Appeal was whether the parties had reached a concluded agreement for the sale of the land, and if so, whether that agreement was sufficiently evidenced in writing to satisfy the requirements of section 54A of the *Conveyancing Act 1919* (NSW). This section mandates that contracts for the sale or disposition of land must be in writing and signed by the party to be charged, or their agent, to be enforceable. The court had to determine if the oral discussions, and any subsequent conduct or documentation, constituted a binding contract and met the statutory evidentiary threshold.

The Court of Appeal, overturning the decision of the primary judge, found that no concluded agreement had been reached. Applying principles of contract law, the court analysed the communications between the parties and concluded that there was no common intention or consensus ad idem on essential terms such as price and settlement date. The court held that while there may have been negotiations, these did not crystallise into a binding contract. Furthermore, the court found that even if an agreement had been reached, the evidence did not satisfy the requirements of section 54A of the *Conveyancing Act 1919* as there was no sufficient note or memorandum in writing signed by the party to be charged.

Consequently, the Court of Appeal dismissed the appellant's appeal and affirmed the primary judge's finding that no enforceable contract for the sale of land existed.