Azzi & Ors v Volvo Car Australia Pty Ltd [2007] NSWSC 319

New South Wales Supreme Court

CITATION : Azzi & Ors v Volvo Car Australia Pty Ltd [2007] NSWSC 319

HEARING DATE(S) : 6-10 March, 13-17 March, 20-24 March, 27-31 March, 11-13 April 2006

JUDGMENT DATE : 5 April 2007

JURISDICTION : Equity Division Commercial List

JUDGMENT OF : Brereton J

DECISION : 1. In proceedings 50146/03, judgment for defendant, with costs. 2. In proceedings 50156/03, order that the proceedings be dismissed, with costs. 3. Grant liberty to the parties to apply, within 7 days, to set aside or vary the costs orders, and for other costs orders in their place.

CATCHWORDS : CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – Offer and Acceptance – pre-contractual negotiations – contracts evidenced other than by offer and acceptance – where "letter of intent" and formal agreement executed simultaneously – where letter of intent covers additional matters – whether parties intended to be bound by letter of intent – significance of commercial context and conduct of parties – Construction and Interpretation – where letter of intent contemplated further agreement on specific matters – where no such agreement reached – whether letter of intent required that offer of further agreement contain terms covering such matters – Discharge and Breach – repudiation – repudiatory intent not lightly to be inferred – where defendant had resiled from any repudiatory stance before termination. - TRADE PRACTICES – Misleading and deceptive conduct – where representation made to recipient in circumstances that it was foreseeable it would be relied on by related party – where representation made to other party merely stated negotiating position of first party – whether statement of position if misconceived is misleading. - TORTS – NEGLIGENCE – Economic loss – whether duty of care owed to third party not to cause economic loss by repudiating contract with second party – where third party related to second party – where relationship between first and second parties regulated by contract. - INDUSTRIAL LAW – Unfair work contracts – whether contract one "whereby" person performed work in an industry – whether impugned provisions related to performance of work in industry – whether contract unfair by reason of imprecision. - DAMAGES – assessment – no question of principle.