RJ Baker Nominees Pty Ltd v Parsons Management Group Pty Ltd

The case of RJ Baker Nominees Pty Ltd v Parsons Management Group Pty Ltd involved a dispute over a contract for road construction in a subdivision. The appellant, RJ Baker Nominees, had been invited to tender for the construction work by the respondent, Parsons Management Group. The appellant accepted the tender orally, but there was a dispute over whether this acceptance included an agreement to pay for the work by the transfer of two lots in the subdivision. The appellant argued that there was no contract as the acceptance did not include an agreement to transfer the lots, while the respondent argued that the conduct of the parties showed a tacit understanding or agreement. The court was required to decide whether a contract could be inferred from the acts and conduct of the parties, and whether the conduct pointed to the existence of a contract in the terms alleged in the proceedings.

The court found that a contract could be inferred from the acts and conduct of the parties, and that the conduct of the parties showed a tacit understanding or agreement. The court noted that a contract can arise when business people speak and act and order their affairs in a way without necessarily stopping for the formalities of dotting 'i's and crossing 't's or where they think they have done so. The court found that by a certain point the parties mutually assented to a sufficiently clear regime which must, in the circumstances, have been intended to be binding. The court recognised the existence of a contract based on the parties' conduct, including what was said and not said and including the evident commercial aims and expectations of the parties.

The court also found that evidence of what occurred at a mediation conference was not admissible on the costs question, as it was not admissible under the rules of court. The court found that the appellant's failure to accept a Calderbank offer was not unreasonable, as the appellant had acted reasonably in rejecting the offer. The court ordered that the respondent pay the appellant's costs of the proceeding up to the mediation conference, and that the appellant pay the respondent's costs of the proceeding from the mediation conference onwards.