McKenzie v Baddeley

In *McKenzie v Baddeley* [1991] NSWCA 197, the New South Wales Court of Appeal considered a dispute between the appellant, McKenzie, and the respondent, Baddeley. The case concerned the interpretation and enforceability of a written agreement for the sale of a business.

The central legal issue before the Court of Appeal was whether the agreement constituted a binding contract for the sale of the business, notwithstanding certain ambiguities and alleged uncertainties within its terms. Specifically, the court had to determine if the essential elements of a contract, such as offer, acceptance, consideration, and intention to create legal relations, were sufficiently established by the written document.

The Court of Appeal, in its reasoning, applied established principles of contract law regarding the certainty of terms. It held that for a contract to be binding, its essential terms must be sufficiently defined or capable of being defined. The court examined the language of the agreement to ascertain the parties' intentions and whether a concluded bargain had been reached. The court found that the agreement, when read as a whole, contained sufficient certainty to be enforceable as a contract for the sale of the business.

The Court of Appeal allowed the appeal, finding that a binding contract existed. The court made orders to give effect to this finding, remitting the matter to the primary judge for further proceedings consistent with the Court of Appeal's determination.