Woolworths (Q'land) Pty Ltd v Heritage Properties Commercial Pty Ltd

The plaintiff, Woolworths (Q'land) Pty Ltd, sought a declaration that it had entered into a concluded agreement with the defendant, Heritage Properties Commercial Pty Ltd, whereby the defendant would acquire a site and construct a supermarket which Woolworths would lease. The dispute was heard and determined in the Supreme Court of Queensland. The plaintiff contended that a binding contract had been formed between the parties, while the defendant argued that no enforceable agreement had been reached.

The court was required to determine whether the parties had moved from a mere common intention to negotiate towards a contractual agreement, to a common consensus which constituted a binding contract. The primary focus of the court's analysis was the correspondence between the parties, which outlined the terms and conditions of the proposed agreement. The court examined the language used in the correspondence to ascertain if it demonstrated an intention to be bound by the agreement and if the terms were sufficiently certain to create a binding contract.

The court found that the correspondence did not demonstrate a common consensus ad idem, or mutual agreement on all essential terms, and therefore, no binding contract had been formed. The court concluded that while the parties had engaged in negotiations and had reached a common intention to enter into contractual arrangements, they had not reached a common consensus which constituted a binding contract. As a result, the plaintiff's claim was dismissed.

The court made no further orders, and the plaintiff's claim for a declaration that a binding contract had been formed was dismissed in its entirety.