NSW Commercial Law - Unconditional Offer Acceptance?

[Mr Magoo]

Hi all,

I accepted an unconditional offer to purchase my share of in a commercial property due to a long-running dispute with the other owners. The lawyer I was using at the time advised that I accept the offer (it was 5% lower than I was asking) which I did.

Since acceptance, the purchasers have sought to disrupt the progression to contracts using numerous excuses such as rejecting terms in the contract (for no apparent reason) and building defects to lower the price and/or not complete the purchase. Our lawyer advised that it would be far more beneficial to continue to negotiate on these issues as the cost of reducing the price would be less than suing for specific performance.

I have since moved my business to a different law firm and they have advised that there may be issues in pursuing specific performance as even though there is a clear agreement to purchase my share at an agreed price the continued negotiation (which were all marked without prejudice) on the small points means that there may not have been a complete agreement.

I tried to do the right thing and continue to negotiate to avoid placing burden on the courts. Is my current legal advice under Commercial Law correct?

Thanks in advance!!

 

[Tim W]

You may find that if you already have a lawyer engaged,
that the lawyers here might be reluctant to "second guess" what you are being told.

 

[Mr Magoo]

Thanks so much for your response Tim

Can you clarify what you mean by the lawyers being reluctant to 'second guess'?

My ex-lawyers were of the opinion that we could seek an application for specific performance but the new lawyer is of the opinion that because we continued to negotiate some points that we cannot seek specific performance as while we had an offer of acceptance, there was continued negotiation after this point, which means that the offer and acceptance for the sale and purchase of my share are not enforceable?

I find it a bit hard to believe this as given my reading (not a legal expert by any means) that all you need is an offer (with certain terms) and acceptance of this offer exactly - which is what has transpired in my situation.

Thanks again!

 

[Tim W]

I mean that the lawyers here* are, as a matter of custom,
and as a professional courtesy to our own colleagues,
quite cautious when it come to answering questions along the lines of
"Is what my lawyer told me correct?", or;
"I don't like what my lawyer says..." or;
"I already have a lawyer, but..."

So, when you use a phrase like

"...my current legal advice...

we tend to assume that you are asking us a question in the vein of the above

For one thing, we here cannot know everything we need to know
to give you considered individualised advice.
That's why there are disclaimers to that effect in so many users' signatures.

I might also mention that both your current and former lawyers
are obliged to point you in the direction of the course of action
that will solve your problem at least cost to you.



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* Not everyone who answers questions here is a lawyer.
Some write like they are, but are not,
and some who are, don't make it obvious.