Yammine v Lantrak Holdings Pty Ltd (No 2) [2023] FCA 162

Federal Court of Australia

Yammine v Lantrak Holdings Pty Ltd (No 2) [2023] FCA 162 File number(s): NSD 712 of 2020

Judgment of: RARES J

Date of judgment: 3 March 2023

Catchwords: CONTRACTS – collateral contract – where parties entered into written non-binding heads of agreement for sale of interest in business for $35 million – where parties subsequently entered into written agreement for sale of that interest for $13 million containing entire agreement clause – where vendor and purchaser allegedly made oral collateral contract and purchaser affirmed it in conversations before and after entry into sale agreement – oral contract allegedly required that if vendor entered into written sale agreement, purchaser later would pay balance of $22 million – where alleged collateral contract wholly inconsistent with entire agreement clause – where terms of collateral contract uncertain – Held: no collateral contract proved ESTOPPEL – whether purchaser's oral 'promise" to "honour the deal" later by paying balance of difference of unpaid price negotiated in heads of agreement and price in sale agreement – whether purchaser estopped from denying vendor induced to enter into sale agreement in consideration of "promise" – where sale agreement included entire agreement clause – whether vendor would suffer detriment if purchaser could rely on entire agreement clause – where "promise" uncertain – Held: no estoppel EVIDENCE – tendency evidence – where respondent raised objection in closing written submissions against applicants being able to rely on evidence as tendency evidence – where respondent raised no objection or sought limitation under s 136 of Evidence Act 1995 (Cth) when evidence tendered and admitted – where objection too late and meritless CONSUMER LAW – whether purchaser engaged in misleading or deceptive conduct in contravention of ss 4 and 18(1) of Australian Consumer Law in Sch 2 of Competition and Consumer Act 2010 (Cth) in "promise" to "honour the deal" to pay difference later between prices in non-binding heads of agreement and sale agreement if vendor entered into sale agreement – whether alleged representation contravened s 18(1) – whether claim was for loss of commercial opportunity or chance to negotiate a higher price – Held: representation made, compensation awarded