Pavlovic v Universal Music Australia Pty Ltd

The appeal in *Pavlovic v Universal Music Australia Pty Ltd* concerned whether a binding agreement had been reached between the appellants and the respondents. The dispute centred on the existence of a contract, with the appellants arguing that no agreement was finalised on 24 December 2014, despite communications between their solicitor and the respondents. The matter was heard in the Court of Appeal of New South Wales.

The Court of Appeal was required to determine two primary legal issues. Firstly, whether the parties intended to be bound by an agreement prior to the formal execution of a written contract, considering their subsequent conduct and previous dealings. Secondly, the Court had to assess whether the appellants' solicitor possessed either actual or ostensible authority to bind the appellants to a contract, particularly in the context of a potentially litigious dispute.

In its reasoning, the Court of Appeal found that the evidence did not establish that the parties intended to be bound on 24 December 2014. The Court emphasised that the solicitor lacked actual authority to bind the appellants. Furthermore, the Court determined that the solicitor did not have ostensible authority, as the circumstances, including the ongoing litigation, did not support the conclusion that the respondents were led to believe the solicitor had authority to conclude a binding agreement on behalf of the appellants. Consequently, the Court allowed the appeal, set aside the declarations and orders of the primary judge, declared that no contract came into existence on the specified date, and ordered the respondents to pay the appellants' costs of both the appeal and the proceedings below, remitting the matter for determination of the remaining issues.