Mind-Map by Rene Boyton https://padlet.com/reneboyton51/gjt3opd5jfhfho9 en-us 2020-09-01 19:17:35 UTC 2020-10-10 02:34:12 UTC hello@padlet.com Who is my client and what does he need? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/713021801 My client is Jack and he wishes to receive money he is owed for completed work.]]> 2020-09-01 19:20:30 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/713021801 What legal options does Jack have? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714109317 2020-09-02 06:13:10 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714109317 Promissory estoppel reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714145949 2020-09-02 06:36:22 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714145949 Was a promise made that created an assumption relating to the future? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714147243 Helena promised Jack that he would be paid even if a future Client refused to pay Blink.]]> 2020-09-02 06:37:10 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714147243 Did this assumption induce Jack to act in reliance? (Verwayen) reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714152604 Jack was on the fence about signing the contract and the promise convinced him to sign the contract.]]> 2020-09-02 06:40:39 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714152604 Will Jack suffer significant detriment if Blink is permitted to move away from the promise and enforce his legal right? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714154107 He may be unable to pay rent and will lose the money owed to him for his work with the credit union. ]]> 2020-09-02 06:41:39 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714154107 Estoppel by Convention reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714158045 2020-09-02 06:44:07 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714158045 Was this reliance reasonable? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714159688 It must be established that the promisee, acting reasonably, has adopted the assumption as a basis for action or inaction. (Verwayen)
An entire agreement clause, such as cl 29 in Jack's contract, does not necessarily prevent an estoppel arising. (Caringbah Investments Pty Ltd v Caringbah Business and Sports Club Ltd (In Liq) [2016] NSWCA 165)]]> 2020-09-02 06:45:16 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714159688 Would it be unconscionable for Blink to depart from his promise? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714163817 The failure to fulfil a promise, that another party relied on, does not of itself amount to unconscionable conduct. Something more would be required. 
Knowledge that the party is acting to their detriment can amount to unconscionability.

]]> 2020-09-02 06:47:22 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714163817 Was the promise intended by the promisor and understood by the promisee to affect their legal relations? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714189087 2020-09-02 07:02:49 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714189087 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714201336 As in Wright, where the promisee is induced by a promise to not enforce all the terms of an agreement it would be unconscionable for the promisor to depart from the promise. ]]> 2020-09-02 07:10:50 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714201336 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714203380 These were not significant detriments ]]> 2020-09-02 07:12:15 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714203380 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714227071 A promissory estoppel can be made out, notwithstanding the existence of a subsequent inconsistent written contract, provided that the evidence was sufficient to support the requirements of estoppel. (Equuscorp and Wright & anor)]]> 2020-09-02 07:27:58 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714227071 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714253829 Could be argued that the promise was intended to affect legal relations by ensuring that the promisor would not enforce a term of the contract.]]> 2020-09-02 07:47:15 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714253829 Is there an agency issue meaning that the promise was made by Helena but the contract was with Blink? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714289596 Is Helena acting as agent for Blink?]]> 2020-09-02 08:14:15 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714289596 Have Jack and Blink adopted the same assumption as to the terms of their legal legal relationship? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714370101 Possibly, as the legal relationship was entered on the grounds of the assumption created by Helena.]]> 2020-09-02 09:19:07 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714370101 Have both parties conducted their relationship on the basis of that mutual assumption? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714370999 2020-09-02 09:20:05 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714370999 Did each party know or intend that the other act on that basis? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714371607 2020-09-02 09:20:41 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714371607 Will departure from the assumption occasion detriment to Jack? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714371988 The plaintiff must show that detriment to the party claiming estoppel is more likely than not to occur if the other party is permitted to depart from the assumption relied on.
Also, that detriment of that kind will derive from the first party’s proven acts or inaction in reliance on the assumption. (Verwayen)]]> 2020-09-02 09:21:07 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714371988 Does the parol evidence rule operate to exclude evidence of an alleged estoppel by convention arising from pre-contract negotiations? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714373653 Pre-contract negotiations may be relied on for the purposes of establishing a conventional estoppel. (Ryledar v Euphoric)]]> 2020-09-02 09:22:52 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714373653 Interpretation Issues reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714375261 2020-09-02 09:24:29 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714375261 Interpretation reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714375584 2020-09-02 09:24:50 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714375584 Rectification reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714375821 2020-09-02 09:25:06 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714375821 Is there an ambiguity within the agreement? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714376652 Clause 15 in the agreement provides that if Blink receives any complaints then it may terminate the agreement at 'its complete discretion'. This is furthered by the entire agreement clause. However, a possible ambiguity is that although Blink may terminate the agreement at its discretion if a complaint is made, it is not clear whether it would still be obligated to pay Jack.

]]> 2020-09-02 09:25:58 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714376652 Does the parol evidence rule allow for extrinsic material to be consulted? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714377221 The true rule is that evidence of surrounding circumstances is admissible to assist in the interpretation of the contract if the language is ambiguous. (Kirby J in Royal Botanic)]]> 2020-09-02 09:26:33 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714377221 Was there a common intention of the parties that continued to the time of execution of the document? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714379079 This is determined by ascertaining the subjective intention of the parties. (Ryledar)]]> 2020-09-02 09:28:21 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714379079 Does the parol evidence rule apply? Or can extrinsic material be consulted? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714385691 Parol evidence is receivable, in an action seeking rectification, to establish what was the intention of each of the parties to the contract.]]> 2020-09-02 09:35:42 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714385691 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714392734 Helena's statement that Jack would be paid even if the Client did not pay Blink showed a subjective intention shared by the parties that Jack would be paid. Also, the contract was a standard form so Jack would perhaps be justified in believing that the oral agreement was the common intention.]]> 2020-09-02 09:43:17 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714392734 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714395176 Where the words the parties have employed were purposely and deliberately used, the fact that those words convey a clear, unambiguous and unmistakeable meaning or legal effect renders it less likely that the parties were mistaken as to that meaning or effect. It further renders it less likely that they had a common intention which was fundamentally inconsistent with the words they had deliberately employed. (Ryledar v Euphoric)]]> 2020-09-02 09:45:56 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714395176 What is the extrinsic evidence? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714399538 Helena's statement to Jack that he would be entitled to pay even if the Client did not pay. ]]> 2020-09-02 09:50:08 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714399538 How does the extrinsic evidence effect the interpretation of the ambiguity? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714399927 The statement emphasises that Jack will be paid if a Client does not pay. ]]> 2020-09-02 09:50:26 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714399927 Incorporation Issues reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714407568 2020-09-02 09:58:34 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714407568 Does the parole evidence rule apply? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714450684 2020-09-02 10:49:28 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714450684 If not, did the parties (objectively) intend for the oral statement to be part of the contract? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714451262 Dawson J in Hospital Products)]]> 2020-09-02 10:50:06 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714451262 Were the statements promissory? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714451849 The form of the representations is not decisive, but is nevertheless relevant in determining the intention, actual or imputed, of the parties.
The representation must be clear, although it need not be express.]]> 2020-09-02 10:50:49 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714451849 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714453240 The absence from the contract of any mention of the suggested terms is nevertheless an indication, although not a conclusive one, that the parties did not intend them to be warranties. ]]> 2020-09-02 10:52:19 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714453240 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714453428 A reasonable person  could perhaps view the parties as intending to include the oral statements in the contract as it was told to Jack to encourage him to sign the contract. ]]> 2020-09-02 10:52:33 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714453428 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714466797 Likely to apply given the clause that states that the whole agreement is found within the written contract.]]> 2020-09-02 11:08:24 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714466797 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714467708 More importantly, the inclusion of the 'whole agreement clause' makes it very unlikely that the parties would be viewed as intending to include the oral statement.]]> 2020-09-02 11:09:27 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714467708 Third-Party Issues reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714470441 2020-09-02 11:12:20 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714470441 Illegality issues reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714470977 2020-09-02 11:13:01 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/714470977 Is the contract void for illegality? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716177153 2020-09-02 20:07:43 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716177153 Is Jack a party to the contract between Blink and the credit union? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716356721 Does the privity doctrine apply?]]> 2020-09-02 21:43:00 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716356721 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716359931 The facts do not state that Jack signed or was anyway a part of the contract between Blink and the credit union.]]> 2020-09-02 21:45:28 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716359931 Does clause 15 entitle Blink to terminate the agreement even when a complaint is proven to be baseless? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716464135 Also, even if the agreement is terminated, is Blink still obligated to pay the money owed to Jack.]]> 2020-09-02 23:10:18 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716464135 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716517813 Cannot know without reading their contract.]]> 2020-09-02 23:53:20 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716517813 Was the promise to pay Jack held in trust by Blink for the benefit of Jack? (the trust argument) reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716518601 Does it appear from the language of Blink and the credit unions contract, construed in context, that the parties intented to create a trust and confer a benefit on to Jack? (Trident)]]> 2020-09-02 23:53:54 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716518601 Did Blink contract as agent for Jack? (the agency argument) reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716529509 If the terms of a contract incorporate a promise to benefit a third-party in the form of an offer capable of being accepted by the third party, that party can, at least if the consideration provided to the offeror can be treated as provided by the third party, acquire direct contractual rights against the promisor. (Deane J in Trident)

]]> 2020-09-03 00:01:28 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716529509 Can Jack enforce his right to payment under the contract with the credit union? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716796612 Was Blink acting as agent for Jack and therefore the contract with the credit union is really between the credit union and Jack?]]> 2020-09-03 02:30:54 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716796612 Jack wants to enforce the contract and recover money he is owed. reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716822857 Therefore, he does not want the contract voided.]]> 2020-09-03 02:46:36 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716822857 Is there a statutory provision that has been breached? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716825131 No statute was provided.]]> 2020-09-03 02:47:57 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716825131 Was it possible to perform the contract legally? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716826395 Presumably yes.]]> 2020-09-03 02:48:45 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716826395 Was the contract illegal as performed? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716828503 Without the statute this cannot be known]]> 2020-09-03 02:50:01 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716828503 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716871427 The contract stated explictly what the terms of payment were and what would occur if a Client did not pay.]]> 2020-09-03 03:15:04 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/716871427 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/717410355 Blink could be said to have not adopted the assumption as it was Helena that created the assumption.]]> 2020-09-03 09:11:12 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/717410355 What remedy would be available? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722031806 The courts will enforce the assumption.]]> 2020-09-04 20:08:14 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722031806 What remedy would Jack be entitled to if promissory estoppel is made out? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722033914 Courts will enforce relief that avoids the detriment which, if the assumption or expectation goes unfulfilled, will be suffered by the party who has been induced to act or to abstain from acting thereon. (Walton Stores)]]> 2020-09-04 20:09:23 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722033914 Do the terms of the contract, by common mistake, fail to express the pre-contractual agreeement accurately? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722528295 If so, the Court will rectify the written agreement to conform to the common intention of the parties. ]]> 2020-09-05 09:43:51 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722528295 Does there need to be an ambiguity before extrinsic evidence may be consulted? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722536943 Ambiguity is not a pre-condition. (Newey v Westpac Banking Corporation [2014] NSWCA 319)]]> 2020-09-05 10:10:52 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722536943 The Court will then give effect to the proper interpretation. reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722537637 2020-09-05 10:13:21 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722537637 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722810784 The contract between Jack and Blink is titled Talent Agency Agreement which could infer that Blink intended to contract as agent for Blink. ]]> 2020-09-05 20:00:35 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722810784 If so, Jack is entitled to the benefit arising from the credit union agreement. reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722812119 2020-09-05 20:03:51 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722812119 Is Jack a joint-promisee? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722814062 2020-09-05 20:06:55 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722814062 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722816248 It is not stated that Jack signed or was a party in any way to the credit union agreement.]]> 2020-09-05 20:10:00 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722816248 Was it intended that the common intention would be recorded in the written contract? reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722818536 2020-09-05 20:14:44 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722818536 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722819163 Unlikely, as the terms of the contract were starkly opposed to this common intention.]]> 2020-09-05 20:16:01 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722819163 reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722836708 Jack provided adequate consideration by agreeing to work for the Client.]]> 2020-09-05 20:55:31 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722836708 Counter argument reneboyton51 https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722839688 This does not provide clarification on what would occur if the agreement was terminated. ]]> 2020-09-05 21:01:49 UTC https://padlet.com/reneboyton51/gjt3opd5jfhfho9/wish/722839688