Sinclair v Balanian

Case [2024] NSWCA 144

Court of Appeal


Supreme Court


New South Wales

  • Amendment notes
Medium Neutral Citation: Sinclair v Balanian [2024] NSWCA 144
Hearing dates: 14 March 2024
Date of orders: 7 June 2024
Decision date: 07 June 2024
Before: Leeming JA at [1];
Payne JA at [33];
Kirk JA at [34]
Decision:

In proceedings 2023/259476:

(1) Appeal dismissed.

(2) The appellants are to pay the respondents’ costs.

In proceedings 2023/259477:

(1) Appeal dismissed.

(2) The appellant is to pay the respondent’s costs.

Catchwords:

CONTRACTS — Settlement agreement — Poor drafting — Formation — Distinction between formation and construction — Identity of parties a question of formation — Intention to form legal relations — Reference to surrounding circumstances — Parties intended to make an agreement

CONTRACTS — Identity of parties — Whether directors signed in their personal capacity — Relevance of counterparts clause — Parties intended to be bound including as individuals

DEEDS — Improperly executed — Relationship between deeds and contracts — Presence of agreement within improperly executed deed — Parties intended to make an agreement

Legislation Cited:

Conveyancing Act 1919 (NSW) ss 38, 51A

Corporations Act 2001 (Cth) s 127

Limitation of Actions Act 1974 (Qld) ss 35, 36

Uniform Civil Procedural Rules 2005 (NSW) r 7.10(2)(b)

Cases Cited:

Abram v AV Jennings Ltd (2002) 84 SASR 363; [2002] SASC 417

Agricultural and Rural Finance Pty Limited v Gardiner (2008) 238 CLR 570; [2008] HCA 57

Air Great Lakes Pty Ltd v KS Easter (Holdings) Pty Ltd (1985) 2 NSWLR 309

Alonso v SRS Investments (WA) Pty Ltd [2012] WASC 168

Australian Broadcasting Corporation v XIVth Commonwealth Games Ltd (1988) 18 NSWLR 540

Baulkham Hills Private Hospital Pty Ltd v GR Securities Pty Ltd (1986) 40 NSWLR 622

BH Australia Constructions Pty Ltd v Kapeller [2019] NSWSC 1086; (2019) 100 NSWLR 367

Bombardier Inc v Avwest Aircraft Pty Ltd [2020] WASCA 2

Bondi Beach Astra Retirement Village Pty Ltd v Gora [2011] NSWCA 396; (2011) 82 NSWLR 665

Cirrus Real Time Processing Systems Pty Ltd v Jet Aviation Australia Pty Ltd [2023] NSWCA 280

Clark Equipment Credit of Australia Ltd v Kiyose Holdings Pty Ltd (1989) 21 NSWLR 160

Commonwealth Dairy Produce Equalisation Committee Ltd v McCabe (1938) 38 SR (NSW) 397

Darzi Group Pty Ltd v Nolde Pty Ltd (2019) 100 NSWLR 394; [2019] NSWCA 210

Doughty-Pratt Group Ltd v Perry Castle [1995] 2 NZLR 398

DTR Nominees Pty Ltd v Mona Homes Pty Ltd (1978) 138 CLR 423; [1978] HCA 12

Electricity Generation Corporation v Woodside Energy Ltd [2014] HCA 7; (2014) 251 CLR 640

Elpis Maritime Co Ltd v Marti Chartering Co Inc [1992] 1 AC 21

Ermogenous v Greek Orthodox Community of SA Inc [2002] HCA 8; (2002) 209 CLR 95

Fiona & John Sinclair Pty Ltd v Burns Bay Services Pty Ltd [2023] NSWSC 789

G R Securities v Baulkham Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631

Giliberto v Kenny (1983) 57 ALJR 283

Harris v Burrell…

Continue reading Sinclair v Balanian

Sign in free to access the full text

Details
AGLC
Sinclair v Balanian [2024] NSWCA 144
Case
[2024] NSWCA 144
Decision Date

CaseChat Overview and Summary

In *Sinclair v Balanian*, the New South Wales Court of Appeal considered a dispute arising from a settlement agreement. The central issue concerned whether the parties, specifically directors who signed the agreement, were bound in their personal capacities or solely in their capacity as representatives of a company. The court had to determine the formation of the agreement and the intended legal relationships between the signatories.

The primary legal questions before the Court of Appeal were whether the settlement agreement was validly formed and, if so, whether the directors who executed the document were personally liable under its terms. This involved an examination of the intention of the parties at the time of signing, particularly in light of the drafting of the agreement and the presence of a counterparts clause, and whether the document, even if improperly executed as a deed, contained a binding contract.

The Court of Appeal reasoned that the identity of the parties to an agreement is a question of formation, not construction. It held that the surrounding circumstances, including the context in which the agreement was made and the conduct of the parties, were relevant to determining their intention to form legal relations. The court found that the parties intended to be bound by the settlement agreement, including the directors in their individual capacities, notwithstanding any issues with the formal execution of the document as a deed. The presence of an agreement within the improperly executed deed was sufficient to establish contractual liability.

Consequently, the Court of Appeal dismissed the appeals in both proceedings and ordered the appellants to pay the respondents' costs.

Orders

Orders of the court

In proceedings 2023/259476:

(1) Appeal dismissed.

(2) The appellants are to pay the respondents’ costs.

In proceedings 2023/259477:

(1) Appeal dismissed.

(2) The appellant is to pay the respondent’s costs.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.