Empirnal+Holdings

=Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988) 14 NSWLR 523=

Court of Appeal Supreme Ct NSW
=Facts= Empirnall Holdings Pty Ltd (Empirnall) was a property developer engaged by MacMahon Paull Partners (MPP) to do work as a project manager. During the course of carrying out the work, Empirnall requested a progress payment and a written contract between the parties. MPP told Empirnall that "Eric does not sign contracts". This raised the question as to whether there was a contract between the parties.

Held
McHugh JA: Silence is usually insufficient to create any contract - the __objective theory__ requires some external manifestation of consent. However, the offeror can be bound if communication is dispensed with. Where an offeree, with a reasonable opportunity to reject the offer of goods or services, takes the benefit of them under circumstances which indicate they were to be paid ofr, the tribunal of fact may hold that the offer was accepted according to its terms. A useful anaology is found with __ticket cases__. The case is not so much one of acceptance by silence, as of taking the benefit of an offer with knowledge of its terms and of the offeror's reliance on payment being made in return for the work being done.