Newnham v Tarbert

In *Newnham v Tarbert* [1990] NSWCA 138, the New South Wales Court of Appeal considered a dispute between the appellant, Mr Newnham, and the respondent, Mr Tarbert. The case concerned the interpretation and enforceability of a written agreement for the sale of a business.

The primary legal issue before the Court of Appeal was whether the agreement constituted a binding contract for the sale of the business, notwithstanding certain alleged uncertainties or ambiguities within its terms. Specifically, the Court had to determine if the essential terms of the agreement were sufficiently defined to be enforceable at law.

The Court of Appeal found that the agreement, when read as a whole, contained sufficient certainty regarding the essential terms of the sale, including the subject matter and price. Applying established principles of contract law, the Court held that the parties had evinced a clear intention to be bound by the agreement, and any perceived ambiguities were capable of being resolved by reference to the surrounding circumstances or by implication of law. The Court affirmed the primary judge's finding that a binding contract existed.

The appeal was dismissed.