Summary
Forfeiture of forest-auction contractors’ security deposits was upheld. Unsigned alterations to dates on two sale manuals could not make the older edition govern the auction. The later printed edition imposed a duty to inquire about approval and recognised deemed approval; the executed agreement permitted forfeiture for default. The contractors also ignored repeated notices to perform.
Issues
- Which sale manual governed the auction where unsigned handwritten date changes appeared on the editions.
- Whether the contractors could withdraw without forfeiture after executing the agreement and failing to comply with notices.
Held
- The High Court erred in allowing unsigned overwriting of dates to make the 1980–81 manual supersede the later printed 1987–88 edition. Of the only two editions produced, the later printed edition governed in the absence of any subsequent manual. (¶¶ 14, 15)
- Under Clause 10(vii) and (viii) of the applicable manual, contractors had to enquire if approval information was not received within thirty-five days, and the deemed-approval provision applied. They could not withdraw after signing the agreement without the stipulated consequences, including forfeiture under Clause 2-D. (¶¶ 7, 10, 11, 12, 16)
- Repeated notices requiring payment and completion had gone unanswered. The contractors’ failure to act reinforced the contractual basis for forfeiture; the forfeiture notice was valid. (¶¶ 4, 17, 18, 19)
Result
Appeal allowed; High Court refund direction set aside and notice dated 17 January 2000 forfeiting the security deposits upheld.