Lakomy v Accounting TEK Property Investment Pty Limited

Lakomy v Accounting TEK Property Investment Pty Limited involved a dispute between the plaintiff, Lakomy, and the defendant, Accounting TEK Property Investment Pty Limited. The defendant executed a subscription agreement, which it delivered to the plaintiff under conditions that the plaintiff would not act upon it unless notified by the defendant. The defendant allegedly misled the plaintiff into signing the agreement by representing it was "not a proper document" and nothing would happen if signed. The plaintiff sought to enforce the agreement, alleging the defendant failed to perform its obligations, while the defendant argued the agreement was not binding due to the alleged misrepresentations and unconscionability.

The court considered whether the subscription agreement was binding, whether an implied term existed regarding the defendant's payment obligations, and whether the plaintiff's failure to perform its obligations entitled the plaintiff to damages. The court also examined whether the subscription agreement was discharged by a subsequent contract and whether the plaintiff's claim for damages was adequately quantified. Additionally, the court assessed whether the defendant's conduct constituted misleading or deceptive conduct under the Competition and Consumer Act 2010 (Cth) and whether the plaintiff was estopped from enforcing the agreement due to the common understanding that the defendant would not be required to pay unless funds were obtained from an offshore investor.

The court found that the subscription agreement was not binding due to the defendant's misrepresentations, which misled the plaintiff into signing it. The court held that an implied term regarding the defendant's payment obligations was not necessary to give the subscription agreement business efficacy. As the plaintiff did not tender performance, it could not assert a breach by the defendant. The court also found that if the subscription agreement was binding, it was discharged by a subsequent contract. Finally, the court determined that if the plaintiff were otherwise entitled to succeed, its claim for damages was sufficiently quantified.

In conclusion, the court ruled in favor of the defendant, finding the subscription agreement was not binding and that the plaintiff was not entitled to enforce it. The court also found that the defendant engaged in misleading or deceptive conduct and that the plaintiff was estopped from enforcing the agreement due to the common understanding or convention regarding the defendant's payment obligations. The court made a declaration under the Competition and Consumer Act 2010 (Cth) and ordered costs.