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Kemp Strang, Ally Law member firm in Sydney, Australia, recently prevailed for its client in a contractual dispute in which Kemp Strang represented rugby league football player Jordan Latham against the Manly Warringah Sea Eagles (Manly) team. Latham played for Manly in 2014 and 2015. Prior to the commencement of the 2016 season, Latham’s manager received an email from Manly’s recruitment manager which contained the following words: “I can … offer $XX,XXX [for the 2016 season].” A few days later, and after some discussions, Latham’s manager replied with an email stating: “We would like to agree on the below. Could you draw up a contract and I will get it signed ASAP.” A number of months later, Manly told Latham that it would not be honouring the agreement struck in the email chain and in May 2016, Latham commenced proceedings against Manly seeking to enforce the contract contained in those emails.
Manly defended that there was no contract between the parties for two main reasons: (1) Australian law holds there is no concluded bargain until a formal contract is executed; and (2) there is no contact because the National Rugby League Rules require a contract to be registered in a certain form for a player to play rugby league for a club in the NRL. The court found Manly’s defenses unavailing, holding that the decisive issue in determining if a contract exists is always the intention of the parties objectively ascertained from the terms of the correspondence read in light of the surrounding circumstances. In this case, the emails at issue made clear that an offer was made and accepted. As to the NRL Rules, the court found it was not bound by a private organization’s rules; a player and a club may enter into a contract which does not comply with the NRL Rules.
The case highlights again that an Australian court will interpret contracts with reference to the law and with reference to the parties’ objective intentions as to whether or not they intended to be bound by an agreement. As always, the importance of clearly expressing when a party intends to be bound by an agreement is an essential element in almost any jurisdiction when construing that agreement. If you have any questions about existing contracts to which you are a party, or if you are about to enter into any contract – whether business or personal – contact your Ally Law member firm to review and discuss the validity of the agreement as well as your rights and obligations under it. Contract law varies from country to country and Ally Law member firms around the globe will advise you based on the applicable laws and regulations governing your particular agreement. For more information about Ally Law member firm services and outstanding lawyers, contact us at team@ally-law.com.
Original article by Sarina Roppolo and Ian Marsden of Ally Law member Kemp Strang.
