Sudojo Consulting Pty Ltd v Africa Pacific Capital Pty Ltd

Sudojo Consulting Pty Ltd, the plaintiff, brought an action against Africa Pacific Capital Pty Ltd, the defendant, seeking payment for services rendered under a consultancy agreement. The parties agreed that they were parties to a consultancy agreement but could not agree on the precise terms. The plaintiff sent a letter and email to the defendant summarising the agreed terms and requesting the defendant's signature. However, the defendant did not sign the document, leading to the current proceedings. The case involved determining whether a binding contract existed between the parties, despite the lack of a signed document, and whether the plaintiff's actions constituted an enforceable agreement.

The primary legal issue was whether a binding contract existed between the parties, despite the absence of a signed document. The court considered the classical theory of contract formation based on offer and acceptance and whether the circumstances of the case warranted a departure from this theory. The court also considered whether the ongoing relationship between the parties and their conduct constituted an enforceable agreement.

The court held that in certain circumstances, it was necessary to look at the whole of the relationship and not only at what was said and done when the relationship was first formed. The court found that the parties had an ongoing relationship and had conducted themselves in a manner consistent with the existence of a contract. The court held that the plaintiff's letter and email, along with the parties' conduct, constituted an enforceable agreement. The court found that the defendant was liable to pay the plaintiff for the services rendered under the consultancy agreement.

The court ordered the defendant to pay the plaintiff the sum of $150,000, plus interest at the rate of 7% per annum from 1 May 2020 until the date of judgment, and the costs of the proceeding. The court held that the defendant's failure to sign the plaintiff's letter and email did not negate the existence of a binding contract between the parties.