Rose v Manno Kingsway Pty Limited as trustee for the Manno Kingsway Unit Trust

The dispute in *Rose v Manno Kingsway Pty Limited as trustee for the Manno Kingsway Unit Trust* concerned whether parties were immediately bound by a loan agreement, despite the subsequent execution of a formal document. The case came before the Court of Appeal of the Supreme Court of New South Wales.

The primary legal issues before the court were whether the parties had formed a binding contract at an earlier stage, notwithstanding the later formal agreement, and whether the loan agreement was supported by valid consideration, particularly in light of an advance made prior to the formal agreement. The court also considered whether a purported concession made during cross-examination could establish a claim based on conventional estoppel, especially when it conflicted with documentary evidence.

The court reasoned that the emails exchanged between the parties did not demonstrate an intention to be immediately bound to the terms of the loan agreement, but rather indicated an intention to be bound only upon the execution of a formal contract. This aligned with the "fourth category" of agreements identified in *Masters v Cameron*, where parties intend to be bound only when a formal document is executed. Regarding consideration, the court found that the advance made nine days before the formal loan agreement constituted past consideration and therefore did not support the formal agreement. The court also determined that the purported concession made in cross-examination was unreliable as it contradicted contemporaneous documents, and thus could not form the basis of a conventional estoppel claim.

The appeal was dismissed with costs.