Sinak v Tess

In *Sinak v Tess* [1995] NSWCA 431, the New South Wales Court of Appeal considered a dispute between the appellant, Sinak, and the respondent, Tess, concerning the enforceability of a contract.

The central legal issue before the Court was whether a contract for the sale of land had been validly formed, specifically addressing the requirements of certainty and intention to create legal relations in the context of preliminary agreements. The Court also had to determine if a subsequent conduct of the parties indicated a concluded agreement.

The Court of Appeal found that the initial agreement lacked the necessary certainty to be legally binding. It reasoned that the terms were too vague and that there was no clear indication that the parties intended to be immediately bound by the preliminary document, rather than merely to negotiate further. The Court applied established principles regarding the formation of contracts, emphasizing that an agreement must be sufficiently definite in its terms and demonstrate a mutual intention to create legal obligations. The subsequent conduct of the parties was not sufficient to overcome the initial lack of certainty.

The Court of Appeal dismissed the appeal, upholding the primary judge's finding that no enforceable contract had been concluded.