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The doctrine of privity of a contract in the current case.

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The doctrine of privity of a contract in the current case.

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Jack would not be able to act on the contract between Blink and The Client to receive liability for the lack of payment. The promise of The Client to Blink for consideration moving from Blink to pay Jack, involves The Client and Blink as parties privy to the contract. Here, Blink could sue The Client for a breach of the contract if payment to Blink for Jack's work was included in the contract, however, Jack is not a party to the contract and cannot sue The Client for failure to pay. See; Coulls v Bagot's Executor & Trustee Co Ltd at [478].

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Potential counter-argument for Blink, regarding the privity of the contract. 

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Potential counter-argument for Blink, regarding the privity of the contract. 

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Only the parties to a contract may acquire rights/liabilities under that contract. At this stage, more information on the contract and any contracts between Blink and The Client would be required, rather than select sections of a single contract. However, if we assume Jack was not named as a party to the contract between The Client and Blink, or the contract provided, then he would be unable to take action against either Blink or The Client. For a third person who would benefit from the contract but who is not a party to it, has no rights/liabilities under the contract. See; Dunlop Pneumatic Tyre Co Ltd v Selfridge & Co at [853].

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Can estoppel be raised in Jack's favour to enforce Helena's guarantee, even though it does not align with the central contract?

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Can estoppel be raised in Jack's favour to enforce Helena's guarantee, even though it does not align with the central contract?

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Promissory estoppel is used to enforce the promise of a party, that was not otherwise legally binding, this would include Helena's guarantee to Jack as it was not a legally binding element of the central contract. However, Handley J in Saleh v Romenous emphasises that estoppel of this nature can only be used as a 'sword not a shield'. In the current case, this would be to prevent Blink from withholding Jack's payment until The Client pays.

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Could this promissory estoppel be overruled by the parol evidence rule, if utilised by Blink as a defence?

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Could this promissory estoppel be overruled by the parol evidence rule, if utilised by Blink as a defence?

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No, promissory estoppel can overcome the parol evidence rule, provided, "the evidence was sufficient to support the requirements of estoppel", which in the current case, has been shown. See; Holmes J in Equuscorp at [119].

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Was Helena's guarantee a factual representation?

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Was Helena's guarantee a factual representation?

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The statement could be reasonably perceived to be a 'guess' or opinion on Helena's behalf, since the language she uses is, "I guess", suggesting there is no factual context to the representation. If Helena had of made an assertive statement regarding the guarantee, then perhaps it could be considered a representation of fact. However, Deane J in Foran v Wight, emphasises at [436] that representations of fact, when properly analysed, will often simply be a representation of opinion anyway. If Helena's guarantee is seen to be a representation of opinion, rather than fact, an action of estoppel may be limited. On the other hand if the guarantee is seen to be a representation of fact then Jack can proceed with an action of estoppel by representation under common law.

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Argument for assumption to be considered unreasonable:

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Argument for assumption to be considered unreasonable:

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The assumption Helena/Blink provided to Jack, did not align with the specifics of the contract in 9.2 where it is clear Blink would ONLY pay Jack for his invoice, upon receiving payment from The Client, which contradicts Helena's guarantee of Blink covering any fees The Client had not paid. Jack had read the contract, HOWEVER, it is clear that he did not necessarily understand the contents of the contract as he asked Helena to explain it for him, which is when she assured his fees would be covered by Blink (this could be used as a rebuttal to assist Jack's case).

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Can Helena's/Blink's inconsistency in acting upon the assumption be classified as unconscionable? 

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Can Helena's/Blink's inconsistency in acting upon the assumption be classified as unconscionable? 

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Perhaps, but more information would be required. See; Anaconda and Mason and Wilson JJ in Walton v Maher.

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Did Jack suffer a detriment upon Helena/Blink's departure from the assumed promise?

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Did Jack suffer a detriment upon Helena/Blink's departure from the assumed promise?

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Yes, Jack suffered a financial detriment of $2352.00 (payment from The Client) and could not return to his prior source of income at the local café, nor maintain his rental payments. Further, the stress of this financial detriment, also induced a mental detriment, which impacted his university studies. For promissory estoppel to prevail, there must be evidence of significant or material detriment suffered when a party does not uphold the promise or assumption. See; M K & J A Roche Pty Ltd v Metro EdgleyPty Ltd. Therefore, Jack could take action against and seek remedies from Blink under promissory estoppel. See; Waddell v Waddell at [798].

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Was the promise intended by Helena and understood by Jack?

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Was the promise intended by Helena and understood by Jack?

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Yes, then under Brennan J in Walton v Maher, this is seen to have impacted their legal relations and can constitute promissory estoppel.

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Did Helena intend for Jack to act on the assumption?

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Did Helena intend for Jack to act on the assumption?

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Yes, it is clear Helena intended for Jack to rely on the assumption she induced on the behalf of Blink. Jack raised his concerns regarding the covering of fees prior to signing the contract and explained his financial situation to her, for which she replied with the assumption. See; Brennan J in Walton v Maher.

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Did Jack act based on his reliance on this assumption?

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Did Jack act based on his reliance on this assumption?

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Yes, Jack entered into the contract with Blink, based on the assumption of Blink covering fees. See; Brennan J in Walton v Maher and Alstom Ltd v Yokogawa Australia Pty Ltd (No.7) at [1526].

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Was the assumption reasonable in all aspects?

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Was the assumption reasonable in all aspects?

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The induced reliance Helena/Blink placed upon Jack, must be seen as reasonable in all circumstances for promissory estoppel to proceed. See; Kirkby P judgement in Austotel v Franklin. It is evident the promise from Helena was clear and Blink would cover fees owing to Jack, if The Client didn't pay.

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Did Helena (as a representative of Blink) cause Jack to assume the contract would include the guarantee and section 9.2 of 'The Payment System' clause would not be enforced?

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Did Helena (as a representative of Blink) cause Jack to assume the contract would include the guarantee and section 9.2 of 'The Payment System' clause would not be enforced?

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Yes, Jack raised his concerns regarding payment and asked Helena the effect of the contract when The Client did not pay. Helena stated Jack was, "entitled to expect to be paid", for his work and that Blink would cover his fees. It is evident Jack signed the agreement due to this assumption of the promise for payment as he did not sign until after Helena had reassured him.

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Is there a promise that Helena/Blink would not enforce particular elements of the contract upon Jack?

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Is there a promise that Helena/Blink would not enforce particular elements of the contract upon Jack?

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There is a promise not to enforce part of 'The Payment System' clause, where the promise suggests invoice payment to Jack, when The Client does not provide payment, from Blink; even though the contract states payment would only be made to Jack upon The Client paying Blink the invoice total. This then brings about the issue of promissory estoppel. This meets the requirement for a clear promise to be established for promissory estoppel to be considered as outlined in Equititrust Ltd v Franks at [401].

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BUT, can estoppel by convention be overruled by the parol evidence rule?

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BUT, can estoppel by convention be overruled by the parol evidence rule?

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Yes, it can. See; Saleh v Romanous at [33] and [37]. However, Holmes J. in Equuscorp (SC QLD) at [112] - [117] suggests controversy over the issue and that perhaps estoppel by convention should not be overruled by the parol evidence rule, similar to promissory estoppel. It is highlighted that the limitations present in estoppel by convention are not present in promissory estoppel and this should be considered over common law estoppel, if applicable.

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Yes, then common law estoppel by convention.

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Yes, then common law estoppel by convention.

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Both parties agreed to Helena's guarantee. Jack agreed and signed the contract, with Helena making the statement, as a representative of Blink, emphasising it to be factual. A party cannot depart from an assumption of fact which has caused the other party to accept it. See; Grundt v Great Boulder Pty Gold Mines Ltd at [674].

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Did Jack sign the contract on the basis of an assumed state of affairs? 

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Did Jack sign the contract on the basis of an assumed state of affairs? 

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It is evident Jack only agreed to the terms of the contract due to the assumption, presented by Helena (representing Blink), that should The Client not pay, Blink would cover the costs of Jack's invoices. See; Equuscorp at [112].

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Are Helena/Blink estopped from denying their guarantee was a term of the contract?

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Are Helena/Blink estopped from denying their guarantee was a term of the contract?

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Does the contract permit Helena's guarantee?

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Does the contract permit Helena's guarantee?

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'The Agreement', "supersedes any previous agreement between the parties", and Helena's guarantee was made prior to Jack signing the contract, so could be overridden by the actual terms of the contract.

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Is Helena's guarantee that Blink would cover fees, if there was no payment from The Client, a term of the contract?

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Is Helena's guarantee that Blink would cover fees, if there was no payment from The Client, a term of the contract?

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No, this is not explicitly outlined within the provided aspects of the contract. The contract states Blink will pay The Talent, once payment is received from The Client, which does not align with Helena's statement.

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Who is my client and what does he want/need?

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Who is my client and what does he want/need?

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Jack is my client. He wants to enforce Helena's statement, as a representative of Blink, to cover his fees for the Credit Union work and to prevent Helena's ability to enact the termination clause of the contract. He wants to enforce an obligation on Helena/Blink and avoid the termination clause.