Kemp Strang acted for Jordan Latham who has been awarded damages
in his contractual dispute with Manly Warringah Sea Eagles.
On 20 December 2016, the Court delivered judgment in the matter
of Jordan Latham v Manly Warringah Sea Eagles Limited
Mr Latham is a rugby league football player who had been
retained by Manly in 2014 and 2015.
Prior to the commencement of the 2016 season, Mr Latham's
manager received an email from Manly's recruitment manager
which contained the following words:
"I can ... offer $XX,XXX [for the 2016
A few days later, after discussions between Mr Latham and his
manager, Mr Latham's manager sent an email to Manly's
recruitment manager with the following words:
"We would like to agree on the below. Could
you draw up a contract and I will get it signed
A number of months later, Manly communicated to Mr Latham that
it would not be honouring the agreement struck in the email chain
described above and in May 2016, Mr Latham commenced proceedings
against Manly seeking to enforce the contract contained in those
Manly defended the proceedings on two main grounds:
Firstly, Manly alleged that the case fell within the third
category identified in Masters v Cameron (1954) 91 CLR 353
at 360, namely "the intention of the parties was not to
make a concluded bargain at all, unless and until they execute a
Secondly, in circumstances where 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, that there could
be no contract until such time as the contract was registered by
In answer to Manly's defences, the court found that:
Firstly, it is important that the substance of the words
contained in the email sent by Mr Latham's manager meant that
Mr Latham's manager had accepted the offer put to him by Manly.
The form of the words accepting the offer was unimportant in this
Secondly, while the Masters v Cameron categories are
useful, the decisive issue is always the intention of the parties
objectively ascertained from the terms of the correspondence read
in light of the surrounding circumstances. The emails on their
proper construction make clear that the parties intended to be
bound. Mr Latham was offered a certain sum to play for Manly and
clearly communicated his acceptance of that offer.
Thirdly, the NRL Rules do not prevent a player and a club from
entering into a contract which does not comply with the Rules.
Rather, a player and a club can enter into an agreement once the
essential terms of that agreement have been agreed (in this case,
the salary and that Mr Latham would be employed by Manly as a rugby
league player). In such a case, there is a clear implied term that
the parties would do all things necessary to execute any document
required to give effect to the agreement (such as a contract that
complied with the NRL Rules).
The case highlights again that a Court is not bound by a private
organisation's rules. It 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.
The case further highlights the importance of clearly expressing
when a party intends to be bound by an agreement. It may assist
parties (although it will not of itself necessarily be
determinative) to state that negotiations will not be finalised
and/or that no contract will come into existence until such time as
further terms are negotiated and/or until such time as a formal,
written deed or contract is executed by the parties.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
Kemp Strang has received acknowledgements for the quality of
our work in the most recent editions of Chambers & Partners,
Best Lawyers and IFLR1000.
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