Nobarani v Mariconte

The High Court of Australia considered an appeal from the Supreme Court of New South Wales in a dispute between Nobarani and Mariconte. The core of the disagreement concerned the enforceability of an alleged oral agreement for the sale of shares in a company. Nobarani sought to enforce this agreement, while Mariconte contended that no binding contract had been formed.

The central legal question before the High Court was whether the parties had reached a concluded agreement for the sale of shares, notwithstanding the absence of a formal written contract. This required the court to determine if the essential terms of the alleged agreement had been sufficiently identified and agreed upon by the parties, and whether they intended to be legally bound by their oral discussions.

The High Court found that the parties had not reached a concluded agreement. Their Honours applied the principles of contract formation, emphasizing that for a binding contract to exist, there must be a clear and unequivocal agreement on all essential terms. In this instance, the court determined that critical aspects of the proposed share sale, such as the price and the specific shares to be transferred, remained uncertain and subject to further negotiation. Consequently, there was no objective manifestation of an intention to be immediately bound.

The High Court therefore dismissed the appeal, upholding the decision of the lower court that no enforceable contract for the sale of shares had been established.