Macquarie Developments Pty Ltd v Forrester

Macquarie Developments Pty Ltd sued Forrester regarding the sale of shares in a property development. The parties had entered into a proposed agreement for sale and purchase of shares in a property development. The proposed agreement included a non-refundable deposit, which the purchaser paid before the final agreement was executed. The purchaser later sought a refund of the deposit, which the vendor refused. The primary issue for the court was whether the parties had orally agreed that the advance payment of the deposit would be non-refundable if the sale agreement did not proceed. The court needed to determine if there was an oral agreement regarding the non-refundable nature of the deposit.

The court considered the evidence presented by both parties and the principles of contract law. It was determined that the question of whether the parties had reached an oral agreement on the non-refundable nature of the deposit was a question of fact. The court found that the evidence supported the existence of such an oral agreement. The court held that the terms of the proposed agreement, coupled with the conduct of the parties, were sufficient to establish the oral agreement. Consequently, the purchaser's claim for a refund of the deposit was dismissed.

The court's reasoning was based on the principles of contract law and the evidence presented. It found that the proposed agreement, along with the conduct of the parties, supported the existence of an oral agreement regarding the non-refundable nature of the deposit. The court held that the purchaser was bound by the terms of the proposed agreement, which included the non-refundable deposit clause. The court dismissed the purchaser's claim for a refund of the deposit, finding that the vendors were entitled to retain the deposit as per the oral agreement.