Solar Juice Pty Ltd v Mintz - [2017] SADC 37

DISTRICT COURT OF SOUTH AUSTRALIA
(Civil)
SOLAR JUICE PTY LTD v MINTZ
[2017] SADC 37
Judgment of His Honour Judge Soulio
13 April 2017
GUARANTEE AND INDEMNITY - THE CONTRACT OF GUARANTEE - OFFER AND ACCEPTANCE
The plaintiff entered into an agreement with the defendant's company for the supply of goods - company indebted to plaintiff in the sum of $145,431.90 for goods supplied - company wound up - whether defendant liable under contract of guarantee.
Held - no contract of guarantee - claim dismissed.
Moschi v Lep Air Services Ltd [1973] A.C. 331; Harris v Burrell & Family Pty Ltd (2010) 271 LSJS 326; WM Financial Trading Systems Pty Ltd v Zamac Property Holdings Pty Ltd [2015] VSC 639; Electricity Corp v Woodside Energy (2014) 251 CLR 640; Tasmanian Sandstone Quarries Pty Ltd v Tasmanian Sandstone Pty Ltd & Ors (2009) 263 LSJS 87; Integrated Computer Services Pty Ltd v Digital Equipment Corp (Aust) (1988) 5 BPR 11; Dalgety Australia Ltd v Harris [1977] 1 NSWLR 324; Central Cleaning Supplies (Aust) Pty Ltd v Elkerton (2015) 296 FLR 25; Franklins Pty Ltd v Metcash Trading Ltd (2009) 264 ALR 15; Built Environs v Saunders International Ltd (2012) 281 LSJS 183; Brambles Holdings Ltd v Bathurst City Council (2001) 53 NSWLR 153; Empirnall Holdings v Machon Paull Partners (1988) 14 NSWLR 523; Quirke v FCL Interstate Transport Services Pty Ltd (2005) 92 SASR 249; Ballantine v Harold (1893) 19 VLR 465; Harvey v Edwards, Dunlop & Co Ltd (1927) 39 CLR 302; Smith v UMB Chrysler (Scotland) Ltd [1977] UKHL7; Toll (FGCT) Pty Ltd v AlphaPharm Pty Ltd (2004) 219 CLR 165; Vroon BV v Foster’s Brewing Company [1994] 2 VR 32; Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95; Northstate Carpet Mills Pty Ltd v BR Industries Pty Ltd [2006] NSWSC 1057; Codelfa Constructions Pty Ltd v State Rail Authority of New South Wales (1982) 149 CLR 337; L’Estrange v F. Graucob Ltd [1934] 2 KB 394; Parker v South Eastern Ry. Co 2 C.P.D. 416; Scottish Amicable Life Assurance Society v Reg Austin Insurances Pty Ltd (1985) 9 ACLR 909; Rawcliffe v Bianco Hiring Services Pty Ltd (2002) LSJS 266; Clark Equipment Credit of Australia Ltd v Kiyose Holdings Pty Ltd & Ors (1989) NSWLR 160; Print National v Helps [2007] NSWSC 1050; Ankar Pty Ltd v National Westminster Finance (Australia) Ltd (1987) 162 CLR 549, considered.

SOLAR JUICE PTY LTD v MINTZ
[2017] SADC 37
Overview

The plaintiff, Solar Juice Pty Ltd, (‘Solar Juice’) is a supplier of solar panels. Solar Juice entered into an agreement with Love Energy (Aust) Pty Ltd (‘Love Energy’) for the supply of solar energy equipment. At that time the defendant, Richard Mintz (‘Mr Mintz’) was the sole director and secretary of Love Energy.
Initially Solar Juice required payment prior to supply. In 2012, after the trading relationship…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2017] SADC 37
Decision Date: 13 April 2017

CaseChat Overview and Summary

Solar Juice Pty Ltd sued the defendant, Mintz, over a debt of $145,431.90 for goods supplied to the defendant's company. The company had since been wound up, and the plaintiff sought to hold the defendant liable under a contract of guarantee. The primary dispute was whether a valid contract of guarantee existed between the plaintiff and the defendant.

The court needed to determine whether a binding contract of guarantee was formed between the parties. Key issues included whether there was a clear offer and acceptance of the guarantee, and whether the terms of the guarantee were sufficiently certain and certain to be enforceable. The court also considered the nature of the relationship between the plaintiff, the defendant's company, and the defendant himself.

The court found that there was no evidence of a formal and unequivocal agreement between the plaintiff and the defendant constituting a contract of guarantee. The court held that the terms of any purported guarantee were not clear and specific enough to be enforceable. Consequently, the plaintiff's claim for the debt under the alleged guarantee was dismissed. The court's decision hinged on the absence of a valid offer and acceptance of a guarantee by the defendant.

The court dismissed the plaintiff's claim and ruled in favour of the defendant, stating that no contract of guarantee existed between the parties.

Orders