ANZ v Frost Holdings Pty Ltd
[1989] VR 695
Facts
Frost submitted a proposal to ANZ which was accepted ‘in principle’ but subject to changes. ANZ subsequently advised Frost it did not wish to proceed; Frost claimed breach of contract.
Held
There was no agreement on essential terms. Where a ‘relevant or critical term’ requires future agreement it is not enforceable. It is ok to agree that part of the a contract will be settled by a third party (or by a third party arbitrator if parties cannot agree) – because all the matters between the parties have been settled. Here there was absence of agreement ‘concerning the style, size, quality and price of the proposed calendar’.
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