Southern Fairway Investments Pty. Ltd., and Jakabar Pty Ltd (second defendant, and it being a wholly subsidiary company from the First Defendant) performed a Memorandum of Understanding or “MOU”. The MOU was executed in the way of a “deed” on the 12 of June 2008 where the parties would “use reasonable endeavours to negotiate by 30 august 2008 (and in any event no later than 30 October 2008) a Gas Supply Agreement” with the purpose to end of entering into a GSA (Gas Supply Agreement).
The Gas supply agreement was not concluded. Southern Fairway Investments Pty Ltd., argued that it could not be performed because the defendant had breached the “MOU” as the defendant did not negotiate as they had promised. The plaintiff company …show more content…
Ronald William Baldwin (First Plaintiff) was hired under an agency contract for Icon Energy with the purpose of introducing potential buyer or buyers of gas from Icon Energy (First Defendant). Mr Ronald William Baldwin was entitled to receive a commission upon conclusion of the contract with the prospectus buyer or buyers. Additionally Mr Baldwin was offered an option to purchase share in Icon Energy Limited upon completion of the contract with the prospectus buyer or buyers.
Mr Ronald William Baldwin is claiming that his contract with Icon Energy delimited an implied term with the objective that Icon Energy Ltd., was required to negotiate and bring to a life the agreement with Southern Fairway Investments Pty. Ltd., with the purpose of concluding the GSA.
Mr Ronald William Baldwin is claiming that Icon energy has breach the implied term because Icon Energy Ltd., unwillingness to conclude the contract bring him a loss amounted to $ 52.4 …show more content…
Ltd., is claiming the failure of the defendants to negotiate the MOU as it was established in the Schedule 2 of such agreement which were the terms and conditions enforceable under the GSA.
On the other hand the defendants are arguing that such terms and conditions stipulated in the Schedule 2 of the MOU were indicative only. They never were intended to create legal relationship and it was not considered an offer and acceptance for the GSA. They mentioned that Schedule 2 of the MOU clearly specified that the intention of it was to encourage the negotiations towards the formation of the GSA. In addition they argue that the MOU is lacking of certainty, which makes the MOU unenforceable.
In regards Mr Ronald William Baldwin (first plaintiff) the defendants claimed that the agency contract performed did not contain such implied term. The defendants also claimed that the facts alleged by Mr Ronald William Baldwin as losses were unsustain due to MOU was merely indicative to be able to calculate the losses because there was not agreement reached by Southern Fairway Investments Pty. Ltd., and the Defendants.
A SUMMARY OF THE JUDGEMENTS INCLUDING DISSENTING JUDGEMENTS WHICH SHOULD