Intention to Create Legal Relations

What do we cover in this topic?

• To understand that there must be intention to create legal relations before an
agreement becomes binding
• To understand that the test for determining intention is an objective one, based on
the facts of the case
• To examine the presumption of intention in domestic and commercial agreements
and their role
• To consider the question of intention in other agreements
Intention

General Introduction
 Intention as an essence of the contract
• The essence of a contract is the promise or promises made by the parties and the resulting
creation of a legally enforceable obligation. As the High Court put it in Australian Woollen
Mills Pty Ltd v Commonwealth (1954) 92 CLR 424 at 457 and, again, in Ermogenous v Greek
Orthodox Community of SA Inc (2002) 209 CLR 95 at 105: ‘It is of the essence of contract,
regarded as a class of obligations, that there is a voluntary assumption of a legally
enforceable duty’.
• An agreement (an offer and a corresponding acceptance) is not sufficient by itself to
constitute a contract. The additional element of ‘legal obligation’ is required, and legal
obligation will only be present if the parties intended their agreement to have legal
significance. If they did not intend their agreement to be legally enforceable, and to have
legal consequences, there can be no contract and the courts will not intervene in any
dispute.
 Intention and Consideration
• "Whether the parties appeared to intend to create a binding agreement is relevant to the question
whether a bargain has been struck and each party has "paid for" the promises made by the other. It
has been argued that the doctrine of consideration provides the essential test of enforceability in
common law and it is unnecessary to make a separate inquiry whether the parties appeared to
intend to be bound. It is clear, however, that not all agreements involving valuable exchanges will be
enforced. Although satisfaction of the requirement goes without saying in most cases, there is no
doubt that a contract will not be made if the parties to an agreement appear not to have intended
to create legal obligations.” Patterson, Robertson & Duke, Principles of Contract Law [5.05]
 Atco Controls Pty Ltd (in liq) v Newtronics Pty Ltd (receivers and managers
appointed) (in liq) [2009] VSCA 238
• Although it is customary to conceive of intention to create legal relations as a contractual
requirement separate and distinct from the need for consideration, the better view may be
that the rules as to consideration supply the answer as to whether parties intend to enter
into a legally binding bargain. Even so, in some cases consideration and the intention to
create legal relations can be distinct; as where, for example, although application of the
rules as to consideration as such suggest the formation of legally binding agreement, the
parties have otherwise expressly or impliedly signified that they do not intend their
arrangement to be legally binding. In such cases, the existence of background
circumstances, such as that a dealing is between members of the same family, or between
corporations within the same corporate group, when taken into account in conjunction
with the ordinary rules as to consideration, may yield a different result to the application of
the rules of consideration simpliciter.
Objective Test: Did the parties manifest an intention to create legal relations?
• Intention is determined by whether the reasonable person regards the agreement as intended
to be binding, not by what the parties actually intended: Merritt v Merritt [1970] 2 All ER 7760
• “… the court does not try to discover the intention by looking into the minds of the parties. It looks at the
situation in which they were placed and asks itself: Would reasonable people regard the agreement as
intended to be binding?”
• The court may take into account the surrounding circumstances, including the actions and
statements of the parties, as well as the terms of the document: Air Great Lakes Pty Ltd v K S
Easter (Holdings) Pty Ltd (1985) 2 NSWLR 309
• The court may look at both the agreement and the circumstances that surrounded it to
determine, as objectively as possible, whether the parties all believed, at the time they agreed,
that their agreement was legally binding.  Shahid v Australasian College of
Dermatologists (2008) 168 FCR 46
• In every case, the court’s job has been to look at the facts and ascertain as objectively as
possible whether the parties intended their agreements to be legally enforceable.
Intention

Presumptions
 What is a “presumption”?
• An idea that is taken to be true on the basis of probability.

• A kind of “shorthand” that the court adopts to determine a baseline – for example,
there is a presumption that a person who is accused of a crime is innocent until
proven guilty.

• Presumptions are usually rebuttable. A rebuttable presumption is simply a

presumption that arises in a particular fact situation, but which can be negated by
one party adducing evidence to show that, in that situation, the presumption should
not apply.

– Note – explaining what a presumption is is different from explaining what the

presumptions in respect to intention are. Always read the question carefully.
 Presumptions
• Traditionally, courts approached intention on the basis of two presumptions, dependent on
the type of agreement:
• In commercial agreements, presumption is that parties do intend to be legally bound. Rose
& Frank Co v J R Crompton & Bros Ltd (1923) 2 KB 261; Helmos Enterprises Pty Ltd v Jaylor
Pty Ltd [2005] NSWCA 235
• In non-commercial transactions (social, domestic or family agreements), presumption is
that parties do not have intention to create legal relations. Cohen v Cohen (1929) 42 CLR
91; Cameron v Hogan (1934) 51 CLR 358; Ashton v Pratt (No 2) [2012] NSWSC
• Both presumptions are rebuttable
• Onus of proof rests on party who wishes to rebut the presumption
 Doubt about the utility of Presumptions
• Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95
• Community engaged E as Archbishop of autocephalous Greek Orthodox Churches in Australia
• E served in that role for 23 years before resigning
• E sued for unpaid annual leave and long service leave entitlements
• Community claimed no ‘contract of employment’
• Held: No ground to infer absence of the intention to create legal relations
• HCA discussed the usefulness of this traditional ‘presumptions’ approach to determining legal intention and doubted
its validity. HCA rejected the use of presumptions as a basis for ascertaining whether parties intended to enter into
contractual relations. HCA made ‘an objective assessment of the state of affairs between the parties (as distinct from
the identification of any uncommunicated subjective reservation or intention that either may harbour)’ to determine,
as a matter of fact, whether the parties intended to create legal relations.
• In Ermogenous v Greek Orthodox Community of South Australia the High Court found intention to create contractual
relations by looking at:
• Subject matter of the contract;
• Status of the parties;
• The relationship of the parties; and
• Other objective surrounding circumstances
• Each case depends on its facts. At best, presumptions identify who bears onus of proof
 The Importance of Ermogenous
• In a nutshell, it is authority for the proposition that the value of presumptions for determining
Intention is limited – essentially, they are relevant only to identifying who has the onus of proof

• The decision in Ermogenous means that the presumption really points to who has the onus of proof
in the event that there is a challenge to the presumption.

• It is now generally accepted that this means that the old ‘presumptions’ no longer have any place in
determining whether the parties intended their agreement to be legally enforceable – especially in
family or domestic situations. 
Edward Ted Lakis and Anor v Michael Victor Lardis and Anor [2017] NSWSC 321

• ‘For an agreement - either oral or in writing - to be binding, the parties must manifest an
intention to create legal intentions. This requires making an objective assessment of the
state of affairs between the parties as distinct from the identification of any subjective
reservation or intention; Ermogenous v Greek Orthodox Community of SA Inc (2002) 209
CLR 95 at [25].’
 Lakis v Lardis [2018] NSWCA 113 per Sakar J
• ‘Formal language of offer and acceptance is not required for a contract to be formed:
see Ashton v Pratt [2015] NSWCA 12 at [80] per Bathurst CJ, citing 
Vroon BV v Foster’s Brewing Group Ltd[1994] VR 32 at 79.’
• The commercial context and parties’ previous dealings are relevant to determining
whether a binding agreement has come into existence between the parties; 
Pavlovic v Universal Music Australia Pty Limited (2015) 90 NSWLR 605
• Oral contracts for the transfer of property will also need to be supported by valuable
consideration, be certain in terms and comply with the Statute of Frauds requirement
 More Exmaples
• When they make that assessment, what the courts are looking for is ‘a manifestation of
mutual assent, which … must positively indicate that both parties considered themselves
bound by [the] agreement’ (see Ying Mui Pty Ltd v Amore Corporation Pty Ltd [2017] VSC
29 [157]) – and they do it by looking at ‘what a reasonable person would take to be the
intent of the parties as evidenced by their actions in the circumstances of the case, and not
according to the subjective interpretations of the parties’: 
ATCO Controls Pty Ltd v Newtronics Pty Ltd (2009) 25 VR 411, 424 (or, as Campbell JA put it
in Ryledar Pty Ltd v Euphoric Pty Ltd (2007) 69 NSWLR 603 [262], at what ‘a reasonable
person, with the knowledge of the words and actions of the parties … and the knowledge
that the parties have of the surrounding circumstances, would conclude that the parties
had [intended]’).
• The real question now is simply the question of ‘proof’ – with the party who asserts that
there is a legally binding contract generally bearing the onus of proving that that was what
the parties really intended.
 How do we find the intention to create contractual relations?
• Following Ermogenous, the courts apply an objective test to determine, from all the
surrounding circumstances, whether the parties did or did not intend legal relations. 
• Subject matter; Status of the parties; Relationships between the parties; Other (objective)
surrounding circumstances

• Presumptions (post Ermogenous)

• Onus of proof – in commercial transactions this means that the onus is on the party
seeking to establish NO intention cf. social relations where the onus is on the party seeking
to establish that there is intention
• Commercial context
– may be presumption in favour of existence of intention to create legal relations
• Social or domestic context
– no presumption as to existence of intention to create legal relations
 How do you determine intention?
• What the parties intended will often be clear from the nature of (and the
circumstances surrounding) their agreement.
• Where it is not clear the courts determine intention objectively.
• The onus of proving legal intention rests with the party alleging that a contract
exists.
• Post- Ermogenous principles have been summarized by Riordan J in Edge Development
Group Pty Ltd v Jack Road Investment Pty Ltd (2018) VSC 326 at [43].
Particular Situations
Commercial Transactions
 Commercial Transactions
• Commercial Transactions are presumed to be intended to be legally binding, and there are usually
no problems with establishing the intention to create legal relations.
• However: Honour Clauses and Letters of Comfort present particular problems
• Parties may also negate any intention to be bound
 Commercial Transactions – Honour Clauses
• One way the parties could (and still can) avoid contractual liability is to include an express
stipulation in their agreement to the effect that it is not intended to be legally binding. Such
stipulations are called ‘honour clauses’ and they make the agreement unenforceable at
law.

• Honour clauses are clauses inserted into an agreement which expressly indicate that the
agreement is not intended to be legally binding–the intention is that it will bind the parties
in honour only. Valid honour clauses preclude the agreement being enforced by a court of
law.

• “This document does not give rise to any legal relationship, nor is it intended by the parties
that any legal consequences shall flow from this agreement”
 Rose & Frank Co v J R Crompton & Bros Ltd (1923) 2 KB 261
– R & F acted as Crompton’s sale agent for many years
– Parties executed document to continue “present arrangements”
– Clause of document states: “not a formal or legal arrangement….a record of intention to
which they honourably pledge themselves…with mutual loyalty and friendly co-operation”
– C terminated agency; R&F claimed damages
– Held: Document was unenforceable, binding in honour only
•Note: Once an agreement is binding, parties cannot exclude court’s jurisdiction
 Agreements to agree are not binding
• Courts will not enforce an agreement between parties to reach agreement in the
future about something – an agreement to agree.
• How does it happen?
• When you have more information;
• You want to see how things turn out on the other matters;
• Future rent etc.
 Commercial Transactions – Letters of Comfort
• A lender may seek security (by way of guarantee) from a parent company where a
loan is being made to its subsidiary
• The parent company may refuse to give a guarantee but instead may offer a letter
detailing the financial viability of the subsidiary
• These letters are called “letters of comfort”-
• A letter from a company that tells a bank that it supports a request for a loan made
by one of its subsidiary / related companies.
• Legal effect- not clear-Whether it creates an enforceable obligation or not will
depend on the wording used and the circumstances.
• In some instances, it is regarded as statements of intention giving no more than a
moral responsibility on the part of the bank or parent company
Banque Brussels v Australian National Industries Ltd (1989) 21 NSWLR
502
• Facts: Letter of comfort had two relevant terms:
–“it is our practice to ensure that our affiliate Spedley Security Ltd, will at all times be in a position to meet its
financial obligations as they fall due”
– ANI further consented to giving BB 90 days notice of any decision to dispose off its interest in SH
ANI sold its shares without notice, Spedley Securities defaulted on the loan. BB sued ANI in contract.
• Issue: What was the legal effect of the “letter of comfort’?
Spedley
ANI Holdings
45%

100%
Letter of
Comfort

Spedley
Securities
Banque
Brussels
$5 Million loan
 Banque Brussels v Australian National Industries Ltd (1989) 21 NSWLR 502
continued
The questions are whether, having regard to ANI’s letter:
• was there an intention to create legal relations?
• are the terms of the letter sufficiently promissory in nature to be contractual?

Held:
• Starting point is the prima facie presumption that in commercial transactions there is an intention to
create legal relations, and the onus of proving the absence of such intention rests with the party who
asserts no legal effect is intended.
• If the statements are promissory in character, courts should enforce them when uttered in the course of
business and when there is no clear indication that they are not intended to be legally enforceable.
• the letter given by ANI included enforceable contractual promises to provide notice of its intention to
dispose of its interest in SH & to ensure that SS would be in a position to repay the bank
• Bank entitled to damages for ANI’s breaches of these promises
 Kleinwort Benson Ltd v Malaysia Mining Corp Bhd [1989] 1 All ER 785
Appeal from – Kleinwort Benson Ltd v Malaysia Mining Corporation [1988] 1 All ER 714
• Kleinwort Benson (“KB”) agreed with Malaysia Mining Corp (“MMC”) to make a loan facility (up to £10m)
available to the MMC’s wholly-owned subsidiary, MMC Metals Ltd (“Metals”) which traded in tin on the
London Metal Exchange.
• As part of this agreement, MMC gave KB two “letters of comfort” which stated: “It is our policy to ensure
that the business of Metals is at all times in a position to meet its liabilities to you under the [loan facility]
arrangements”.
• The tin market collapsed at a time when Metals owed KB the whole amount of the facility. Metals went into
liquidation. KB sued MMC for breach of contract. 2 Letters of
Comfort

Kleinwort
MMC
Benson
agreement

100%

£10 M loan facility

MMC
Metals
Kleinwort Benson Ltd v Malaysia Mining Corp Bhd [1989] 1 All ER 785 continued

• In the first instance- held – that commercial people intend their agreements to be binding
& the letter that contained a contractual undertaking was effectively to underwrite the
subsidiary’s indebtedness
• Appeal (Ralph Gibson LJ)- held: letter contained no such contractual undertaking but was
merely a representation of fact that only carried with it a moral obligation on the part of
the MMC to meet Metal’s debt.
 Why was the decision in Kleinwort Benson Ltd v MMC different
from that in Banque Brussels v ANI Ltd?

• Rule regarding intention was essentially applied the same way to slightly different facts.

• In ANI – the letter included an enforceable undertaking / promise to give notice.

• In Kleinwort – statement clearly worded as a policy in the context of a clear refusal to

provide a binding guarantee.
Government Contracts
 Intention in government contracts
• Governments are capable of entering into contracts with private corporations or citizens,
but depending on the circumstances, may be found to have intended only to make a policy
statement (rather than enter into legal relations).
• Commercial contracts v Decisions by Government
• In transactions with government, it is necessary to distinguish between commercial
agreements and those involving the implementation of government policy
 Administration of Papua New Guinea v Leahy (1961) 105 CLR 6
• Department of Agriculture sprayed L’s cattle under its tick-eradication program
• Through officer's over-indulgence in alcohol, job not done skilfully and efficiently
• Held: Action in damages rejected. Arrangements were not contractual, as Department
simply provided gratuitous assistance under government policy
 Australian Woollen Mills v Cth (1954) 92 CLR 424
• Absence of intention from the Commonwealth was indicated by four factors
– No statutory authority for the making of payments
– Announcement made by persons with no authority to bind the crown
– Commonwealth had no commercial interest in purchases of wool
– Commonwealth reserved its right to vary the amount of the subsidy
Preliminary Agreements
 Preliminary Agreements
• Where parties have negotiated principal terms of a proposed transaction, they may enter
into a preliminary written agreement with the aim of recording it more formally at some
future time
• Some kind of document that parties who are negotiating a final agreement use to record
their intentions or the status of their negotiations. Might be:
• A terms sheet;
• A Heads of Agreement;
• A memorandum of understanding;
• A Confidentiality Agreement / NDA; or
• An exclusivity agreement etc
• Often expressed to be “subject to contract”
• Question of whether parties intend to be immediately bound by it or to defer legal
commitment till signing of ‘final’ contract
 Masters v Cameron (1954) 91 CLR 353
• Facts: Cameron and Masters signed a written memorandum whereby Cameron would sell
property to Masters. The memorandum contained a clause, the last sentence stating as
follows: … This agreement is made subject to the preparation of a formal contract of sale which shall be
acceptable to my solicitors on the above terms and conditions. Both parties conducted themselves as
though the transaction would proceed but without ever actually signing any formal
documentation. Subsequently, Masters refused to complete the transaction.
• Issue: Did the memorandum constitute a binding contract? Or was the memorandum only
a record of terms as a basis to negotiate a contract?
• Held: There was no binding contract between the parties.
 Three Categories in Masters v Cameron
• In Masters v Cameron (1954) 91 CLR 353, High Court categorised preliminary
agreements in 3 categories:
– The parties intend to be bound immediately but simply wish to restate the terms in a more
detailed or precise form in the future, in a way that is not different in effect. This is binding
irrespective of whether there is a formally executed document or not.
– The parties have agreed on all the essential terms of their bargain but intend performance to
be conditional on the execution of a formal document. This is binding, and the parties must
bring the formal document into existence.
– The parties do not intend to be bound at all unless and until they execute a formal contract.
This is not binding until a formal document is actually executed.
• What was the effect of preliminary agreement in Masters v Cameron?
• Example for first category see Godecke v Kirwan (1973) 129 CLR 629
• Example for second category see Niesmann v Collingridge (1921) 29 CLR 177
 Preliminary Agreements: A fourth category?
• After Masters v Cameron, there was a suggestion of a fourth category. In Baulkham Hills
Private Hospital Pty Ltd v GR Securities Pty Ltd  (1986) 40 NSWLR 622 at 628.McLelland J
stated:
– There is in reality a fourth class of case additional to the three mentioned in Masters v
Cameron, as recognised in Sinclair, Scott & Co v Naughton (1929) 43 CLR 310 at 317, namely “
… one in which the parties were content to be bound immediately and exclusively by the terms
which they had agreed upon whilst expecting to make a further contract in substitution for the
first contract, containing, by consent, additional terms”. Subsequent cases affirm the existence
of this fourth class.
• There have been differing responses to the additional fourth category. It has been applied
in some appellate decisions and doubted in others. 
Pavlovic v Universal Music Australia Pty Limited (2015) 90 NSWLR 60
• As Bathurst CJ at [15]:

• It is well established that the question of whether the parties intended to bind themselves
to a contract is to be determined objectively, having regard to the intention disclosed by
the language the parties have employed: Masters v Cameron [1954] HCA 72; 91 CLR 353 at
362. In cases such as the present, which do not depend on the construction of a single
document, what is involved is the objective determination of the question from the
communications between the parties in their context and the parties’ dealings over the
time leading up to the making of the alleged contract. This involves consideration of the
subject matter of the communications: Australian Broadcasting Corporation v XIVth
Commonwealth Games Ltd (1988) 18 NSWLR 540 at 550. As was said by Mahoney JA and
McHugh JA in Air Great Lakes Pty Ltd v KS Easter (Holdings) Pty Ltd (1985) 2 NSWLR 309,
that includes consideration of what the parties said or wrote (at 334, 337).
Capacity
 Persons Lacking Capacity
• Law has created special rules of contract for certain groups of people. Certain classes of persons
lack contractual capacity. Contracts made with a person lacking contractual capacity are generally
voidable (able to be set aside) at the option of the person who lacks capacity (though different rules
apply for necessaries).
• Our examination focuses on the contractual capacity of infants, having regard to the types of
contracts with minors recognised in law and their relevant consequences.
• In all Australian jurisdictions, statutes fix the age of majority at 18. Persons under that age are
referred to as “infants” or “minors”.
• Categories of contracts with minors:
– Valid and binding on minors
– Voidable contracts:
– Void contracts
 Classifying contracts by reference to effect
• Unenforceable: may bind the parties but will not be enforced by the courts

• Void: contracts that have no effect

• Voidable: valid and binding upon the parties but one party has the option of rescinding the
contract due to some defect

• Illegal: contract prohibited by statute law or common law

Minor Contracts
 Enforceability of minors’ contracts
Minors’ contracts (other than those that are binding on them) can generally be enforced BY the minor but NOT
AGAINST the minor.

When can contracts be binding on a minor?

Contracts for the supply of necessaries

• “goods suitable to the condition of life of such minor or other person and to his actual requirements at the
time of the sale and delivery”.
• (Nash v Inman [1908] 2 KB 1 / Goods Act 1958 (Vic) s7)

Beneficial contracts of apprenticeship and of employment

Benefit to minor - a balance between the advantages and disadvantages of the contract (De Francesco v
Barnum (1890) 45 Ch D 430 )
 Contracts for Necessaries
Contracts for necessaries are Who can recover payment for What about Loans to a minor?
binding on minors necessaries supplied to a
minor?

Necessaries comprise basic The TRADER who supplied the AT COMMON LAW - the lender
needs of food, shelter and minor direct; and had no right to recover.
clothing, but also include goods ANY PERSON who:
and services essential for the buys necessaries for the minor; IN EQUITY - the lender could
reasonable comfort of the minor at the minor's request; and recover such amount as the
In the case of necessary goods, on the minor's (actual or minor actually spent on
minor only bound to pay a implied) promise to pay for necessaries.
‘reasonable price”: s 7 Goods them.
Act 1958 (Vic)
 Beneficial Contracts

A contract of employment by which minors either:

• Provide themselves with a means of self-support; or
• Provide themselves with a means of obtaining instruction or education to fit them to earn a
living at a suitable trade or profession
No contract of service is specifically enforceable.

Contracts of apprenticeship or employment are binding if they are for the minor’s benefit. De
Francesco v Barnum (1890) 45 Ch D 430
Consequences of incapacity
 Severance

If the whole contract is oppressive, the contract as a whole will be struck down and no part
will be enforceable against the minor.
But – if only part is objectionable, the substantive elements may be saved by the simple
expedient of excising or severing that / those clauses
Voidable Contracts type 1: Binding unless repudiated

–Permanent / continuous subject matter

–Acquisitions of interests in something of a continuing or permanent nature, eg land, leases,
company shares, partnerships
–To be repudiated during minority or within reasonable time after gaining majority
 Voidable contracts type 2: Contracts requiring ratification

• Contracts not binding unless ratified

–At common law all other contracts (ie not for necessaries and not involving
continuing interests) are not binding on the minor, unless ratified on attaining
majority
–However, s 50 Supreme Court Act 1986 (Vic) prevents proceedings on the
ratification of a contract made while a minor
• This means that no action can be taken to enforce the contract against a minor
unless and until the contract is ratified by the minor. At common law, no formal act of
ratification is required; ratification may be inferred from the minor continuing to
perform the contract on reaching the age of majority. Statute has modified the
common law in some jurisdictions by removing the right to ratify some contracts
and/or by requiring ratification to be in writing.
 What’s involved in ratification?

• At common law – some clear indication by the minor that she/he is confirming the promise
made during their minority.
• At common law - any such ratification will be valid if it is in writing, if its oral or even if it can be
implied from behaviour. (for example: paying the purchase price after achieving majority or
remaining in employment under the same conditions)
• Under statute – varies from state to state Note - Vic – ratification is ineffective
• WA / NT / SA / ACT – ratification must be in writing to be enforceable (formality requirement)
• NSW position entirely different – Minors (Property and Contracts) Act 1970

• Contracts with minors which require ratification are not binding on the minor until and unless
ratified. Accordingly, a minor will not be bound by any obligations under the contract unless and
until it is ratified.
__
Other types of incapacity
 Other types of incapacity
• Intoxicated and mentally ill persons: A contract made with a person with impaired mental capacity may be voidable at the
option of that person. A person seeking to set aside a contract on grounds of mental incapacity must show that he or she
was incapable of understanding the contract at the time it was made and the other party to the contract knew or ought to
have known of the incapacity. FYI: A contract made with a person lacking mental capacity might, in some cases, also be
challenged on grounds of non est factum (mistake) and of unconscionable conduct.
• Bankrupts: A bankrupt person may make a contract (ie. Has capacity). Legislation may also restrict the nature of contracts a
bankrupt person may enter into and makes entering into some types of contract without disclosure of bankruptcy an offence.
• Government: At common law proceedings could not be taken against the Crown, but legislation has removed this immunity
in most cases. Key limitations include:
– the power of the Crown to contract may be restricted by statute
– Crown is not permitted to fetter the future exercise of its discretionary powers
– A parliamentary appropriation is needed to pay damages
• Felons: Persons sentenced to death, convicted of treason or felony etc were “attainted” and lost all common law rights (their
blood was corrupted, and they forfeited all property to the crown)
• Married women: At common law a married woman could not, as a general rule, enter into any contract on her own account
with either her husband or any third party. Has been statutorily altered (since end of 19th Century) Only really relevant in the
context of contracts between spouses (intention to enter legal relationships)
• Corporations: s124 Corporations Act 2001 (Cth) gives a company the same legal capacity as an individual. s127 sets out how
a company can execute a contract / deed.
Summary