Spellson v George

In *Spellson v George*, the New South Wales Court of Appeal considered a dispute between the plaintiff, Mr. Spellson, and the defendant, Mr. George, concerning the enforceability of a written agreement for the sale of a business. The central issue revolved around whether the agreement, which contained a clause requiring the purchaser to pay a deposit, was void for uncertainty or for lack of essential terms.

The court was required to determine whether the agreement, as drafted, sufficiently defined the essential terms of the sale, particularly concerning the deposit. Specifically, the court had to consider whether the absence of a specified amount or a mechanism for determining the deposit rendered the agreement void for uncertainty, thereby preventing its enforcement.

The Court of Appeal, in allowing the appeal, found that the agreement was not void for uncertainty. The court reasoned that the parties had clearly intended to enter into a binding agreement for the sale of the business, and that the deposit clause, while not specifying an exact sum, did not render the agreement uncertain in a way that prevented its performance. The court applied the principle that where parties have reached agreement on essential terms, and a minor term is left to be agreed upon or is not specified, the court will endeavour to give effect to the agreement if possible, rather than strike it down for uncertainty. The court held that the deposit was a term that could be determined by implication or by reference to what is reasonable in the circumstances, and that its absence did not vitiate the entire contract.

The Court of Appeal therefore made orders setting aside the primary judge's decision and remitting the matter to the Supreme Court for further hearing on other issues.