Saleh v Romanous

The dispute in *Saleh v Romanous* concerned the enforceability of a written contract for the sale of a business, where the purchaser alleged a pre-contractual promise had been made by the vendor that was inconsistent with the terms of the written agreement. The case was heard in the Court of Appeal of New South Wales.

The primary legal issues before the Court were whether a pre-contractual promise, which was inconsistent with the terms of a subsequent written contract, could be relied upon by the purchaser. Specifically, the Court had to consider the interplay between the parol evidence rule, the doctrine of collateral contract, and the availability of pre-contractual promissory estoppel as a defence to the enforcement of the written contract.

The Court held that the parol evidence rule, which generally prevents the admission of extrinsic evidence to contradict or vary the terms of a written contract, did not preclude the operation of pre-contractual promissory estoppel. The judges reasoned that promissory estoppel, being an equitable doctrine, could provide a defence to the enforcement of contractual rights where it would be unconscionable to assert those rights. In this instance, the vendor's alleged promise, even if it did not give rise to a collateral contract due to its inconsistency with the main agreement, could still operate to estop the vendor from enforcing the written contract in a manner contrary to that promise. The Court affirmed that promissory estoppel could have a negative effect, restraining the enforcement of rights.

The appeal was dismissed, and the appellant was ordered to pay the costs of the appeal.