Lee v Ross

The case of Lee v Ross involved a dispute over the sale of a property in Queensland. The vendors, Lee, entered into negotiations with the purchasers, Ross, and eventually an agreement was reached. The purchasers' solicitor sent a copy of the executed contract to the vendors, who did not sign it but instead made material alterations. The vendors believed that the purchasers would adhere to an earlier oral agreement and proceeded to reply to the requisitions on title. The primary legal issue was whether the parties had formed a binding contract and if so, whether the purchasers' conduct amounted to wrongful repudiation, justifying the vendors' termination of the contract.

The court held that the parties intended to be bound only upon the exchange of identical counterparts, in accordance with standard conveyancing practice. However, the parties had not agreed on a material term, and the exchanged counterparts were not identical regarding this term. The court determined that the parties did not intend to proceed by offer and counter-offer. The purchasers' amended counterpart was considered a counter-offer, but it was not accepted by the vendors' conduct in replying to the requisitions as the replies contained terms inconsistent with the purchasers' counter-offer. Consequently, no binding contract was formed.

Furthermore, the court examined whether the purchasers' conduct constituted wrongful repudiation of the contract. If a contract existed, the court found that the vendors had validly terminated it due to the purchasers' wrongful repudiation. The purchasers insisted on performance of the contract in a manner inconsistent with the material term on the missing page, which justified the vendors' termination of the contract.