Pethybridge v Stedikas Holdings Pty Ltd

The dispute in *Pethybridge v Stedikas Holdings Pty Ltd* concerned the identification of the correct party to a contract. The appellant, Mr Pethybridge, had entered into an agreement with a business operating under the name "Stedikas Holdings". The central question was whether the contract was made with Mr Stedikas, the registered proprietor of the business name, or with Stedikas Holdings Pty Ltd, a company owned by Mr Stedikas which actually conducted the business under that name. The matter came before the Court of Appeal of New South Wales.

The court was required to determine whether the contract was with the individual registered proprietor of the business name or with the company that carried on business under that name. This involved considering the effect of the *Business Names Act 1962* (NSW), which creates a prima facie presumption that a business is carried on by the registered proprietor of its name, and whether this presumption could be rebutted by evidence. Furthermore, the court had to consider whether subsequent communications between the parties were relevant to determining the identity of the contracting party.

The Court of Appeal applied the objective theory of contract, which dictates that the identity of the parties is to be determined by what a reasonable person would understand from the parties' words and conduct. The court found that the statutory presumption under the *Business Names Act* was rebuttable and that the evidence demonstrated the business was in fact carried on by the company, not the individual proprietor. Therefore, the contract was with the company. The court allowed the appeal, set aside the judgment of the District Court, and ordered that the proceedings be dismissed with costs.