Background
The appellants applied to enforce an alleged agreement involving members of the Rosso family. The application judge found that the parties had not agreed on a price and therefore had not made an enforceable agreement. The judge dismissed the enforcement application.
The application judge also ordered the appellants to account for amounts received from 1992 onward. The appellants appealed both the finding that no enforceable agreement existed and the accounting order.
The Court’s Holding
The Court of Appeal dismissed the appeal from the dismissal of the enforcement application. The appellants had not shown a palpable and overriding error, or any other reviewable error, in the application judge’s finding that there was no agreed price and thus no enforceable agreement.
However, the court held that the accounting order could not stand as made. Before requiring an accounting for amounts received since 1992, the application judge had to determine the effect of any limitation-period defences. The court set aside that portion of the order and remitted the limitations issue to the application judge for determination before any accounting occurs.
Key Takeaways
- An alleged agreement is not enforceable where the court finds no agreement on price.
- An appellant must identify a reviewable error to overturn that factual determination.
- A court must address applicable limitation defences before ordering an accounting reaching back decades.
Why It Matters
The decision underscores that agreement on an essential term such as price is central to contract enforcement. It also confirms that remedial accounting orders must account for possible statutory time bars before imposing obligations concerning historic receipts.