St George Football Club Inc and Anor v Soccer NSW Ltd

St George Football Club Inc and another party (the applicants) brought proceedings against Soccer NSW Ltd (the respondent), a football governing body. The dispute concerned the respondent's decision to depart from its published selection criteria for entry into a divisional competition, which the applicants alleged had been applied to their detriment.

The court was required to determine whether a "process" contract had been formed between the parties, and if so, whether the respondent had breached it. Further issues included whether the applicants were entitled to relief under the doctrine of estoppel, having relied to their detriment on the respondent's adherence to the selection criteria. The court also considered whether the respondent's conduct constituted oppression under section 232 of the *Corporations Act 2001* (Cth), and whether it had engaged in misleading or deceptive conduct in contravention of the *Trade Practices Act 1974* (Cth) by making representations about future matters without reasonable grounds.

The court found that no "process" contract had been formed, as the published criteria did not create legally binding obligations on the respondent. Similarly, the elements of estoppel were not established, as the applicants had not demonstrated that they were placed in a position of legal detriment. The court also held that the respondent's departure from the selection criteria, while not in accordance with its own internal processes, was made in good faith and did not amount to oppressive conduct. Furthermore, the applicants failed to establish misleading or deceptive conduct, as the mere non-fulfilment of a statement regarding future matters does not, in itself, prove that the statement was made without reasonable grounds.

The appeal was dismissed.