The Tribunal found that this was a clear case within the third class of Masters/Cameron, since condition 4 was that the offer was « subject to the performance of the contract ». The Court cited Masters/Cameron and stated that the term « contract » and similar expressions meant that any agreement should be considered « the basis for a future contract and not as a contractual element ». » 5 The Coyte case would never have raised a dispute if the parties had used their HOAs to guide the preparation of a well-developed (and legally binding) joint venture agreement before going into business together. With respect to the nature of the amount paid and the party who was entitled to the money, the court held that the money should be returned to its original hands; the party that had first paid the money and tried to buy the property. Since the agreement is related to the object, it became apparent that the amount of money paid was not a real deposit, since the money was paid only pending an officially executed contract. It is only at the conclusion of a formal contract that the money would be considered a true down payment and would be transferred to the seller`s property. The parties worked to reach a final, comprehensive and formal agreement, but did not achieve this objective. As the terms of the second contract (amended by AS2545-1993) were never agreed upon, the parties remained bound by the declarations of intent which, by reference, contained an unchanged AS2545-1993 contract and an unsigned schedule for Part A and Part B of this contract. While it can be proven that the parties to a pre-agreement have introduced additional conditions in a future contract, the courts have been reluctant to apply such agreements because of the uncertainty inherent in the agreed terms. Lately, however, the courts have shown a willingness to « fill in the gaps, » despite the obscure intention, to maintain good business. Some have even suggested that these situations constitute a fourth masters category (as taken into account in GR Securities Pty Ltd against Baulkam Hills Private Hospital Pty Ltd (1986) 40 NSWLR 631). In the second case, the parties are required to participate in the implementation of the formal contract and then translate it into execution.
This will be the case if the agreement contains all the essential elements for purpose and completeness and the persons who are the subject of a tender are not entitled to change the conditions already set. Parties involved in major construction projects that have been under negotiation often reach agreement on most clauses of the contract, or even on all contractual terms, but for some reason not to sign an official contract document when they are considering it. A fourth class was then proposed and recognized as a variant of the first class4. There will be a binding agreement in which the parties plan to be linked immediately, but expect to conclude another contract with additional conditions.