Togher and Anor v Alexander and Ors (No.2)

In the case of Togher and Anor v Alexander and Ors, the parties were engaged in a dispute over the capacity of an unincorporated association to enter into a contract, the existence of a verbal contract, the completeness of a promise to pay professional fees, and whether there was consideration for a variation in the subject matter of the contract. The case was heard by the Federal Court of Australia. The central legal issues involved determining whether a verbal contract existed, if the promise to pay professional fees was complete, if there was consideration for a variation of the contract's subject matter, and if the contract was breached. The court also examined whether there was implied authority in an agent arising from a principal's acquiescence, and if there was ostensible authority.

The court reasoned that the capacity of an unincorporated association to enter into contracts depends on the specific circumstances of each case. It found that a verbal contract existed based on the evidence provided. The court held that the promise to pay professional fees was incomplete due to a lack of specificity regarding the amount and timing of the payment. However, it found that there was consideration for the variation of the subject matter of the contract, as the parties had negotiated and agreed upon the changes. The court determined that the contract was breached by the defendant. Additionally, the court found that there was no implied authority in the agent arising from the principal's acquiescence and that there was no ostensible authority. The court also examined issues of res judicata, issue estoppel, and whether the claimant was a privy in interest to another party in their settled proceedings.

The court ordered that the defendant pay the plaintiffs the sum of $500,000 as damages for the breach of contract, along with interest at the rate of 5% per annum from the date of the judgment until the date of satisfaction. The court also ordered that the costs of the proceedings be paid by the defendant. The court held that the claimants were not precluded by res judicata or issue estoppel from pursuing their claims, and that they were not privies in interest to another party in the settled proceedings. Finally, the court held that damages could be recovered for loss of reputation if the expenditure in reliance upon a promise exceeded the amount of the promised payment.