Left Bank Investments Pty Ltd v Ngunya Jarjum Aboriginal Corporation [2019] NSWSC 1352

Supreme Court New South Wales

Medium Neutral Citation: Left Bank Investments Pty Ltd v Ngunya Jarjum Aboriginal Corporation [2019] NSWSC 1352 Hearing dates: 2 – 3 September 2019 Date of orders: 09 October 2019 Decision date: 09 October 2019 Jurisdiction: Equity Before: Darke J Decision: Amended Statement of Claim is dismissed with costs. Catchwords: CONTRACTS – formation – acceptance of offers – intention to be bound – lessor and lessee executed a lease with an option to renew exercisable within a defined period – where lessor made offer to lessee that if the lessee exercised the option to renew early the lessor would enter into a new lease on certain terms – where offer was accepted by solicitor acting on instructions of the CEO of the lessee – where no formal lease subsequently executed or exchanged – whether acceptance of offer constituted a concluded agreement for lease – concluded agreement reached

CORPORATIONS – agent and principal – actual or implied authority – CEO acting on behalf of the lessee – where CEO not a director of lessee – where CEO instructed solicitor to accept offer for a new lease – where no evidence that board of lessee delegated authority to CEO to bind it to a new lease – delegation manual held not to confer authority on CEO to bind the lessee to a new lease – position of CEO does not ordinarily carry with it authority to make agreements for lease – no actual or implied authority established

CORPORATIONS – agent and principal – ostensible authority – CEO acting on behalf of the lessee – where CEO not a director of lessee – where no holding out by lessee that CEO had authority to enter into new lease – statutory assumptions in Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) ss 104-5 do not in the circumstances assist lessor in establishing existence of authority – no ostensible authority established