Rowson v Alpass: Why Every Business Deal Needs More Than a Handshake

The recent Australian case of Rowson v Alpass [2026] VSCA 120 serves as a valuable reminder of a fundamental principle of commercial law: if a deal matters, document it. Although the decision is not binding in England and Wales, it reflects long-established common law principles that English courts continue to apply.

The case concerned the proposed purchase of a law practice. The purchaser argued that a binding oral agreement had been reached, but the Victorian Court of Appeal concluded that no contract had been formed. Instead, the Court found that negotiations had never progressed beyond the offer stage.

A key factor in the Court's decision was the contemporaneous evidence. File notes made at the time of the meeting were accepted as an accurate record of what had been discussed and demonstrated that there had been no offer and acceptance. Equally significant was a follow-up email referring to "confirming our offer of $25,000", wording that was inconsistent with the existence of a concluded agreement. Those documents carried considerably more weight than witness recollections given years later.

This approach is consistent with recent English authorities. Ocean Clap Shipping Ltd v Global Offshore Services BV [2025] EWHC 1591 (Comm) and COPA v Wright [2024] EWHC 3315 (Ch) reaffirm the established principles of promissory estoppel. Where one party makes a clear promise not to enforce its strict contractual rights, the other party relies on that promise, and it would be inequitable for the promisor to resile from it, the court may prevent those rights from being enforced.

These cases along with the Australian can remind businesses that if a transaction is important enough to pursue, it is important enough to document properly. A handshake may begin a commercial relationship, but it is a well-kept paper trail that protects it if the deal is ever challenged.

Promissory estoppel generally operates as a shield rather than a sword and cannot be used to create contractual rights where no contract has been established. The Australian decision therefore serves as a warning against assuming that alternative legal remedies will fill the gap where a contract cannot be proven. The purchaser's claim in promissory estoppel failed because the Court found insufficient evidence of material detriment arising from reliance on the alleged promise. In other words, a party cannot use estoppel to enforce what is, in reality, an unproven contract.

The lesson of Rowson v Alpass is straightforward, businesses must get their agreements agreed in writing.

As a contract lawyer, I have seen this issue arise time and again. Businesses often focus on the commercial opportunity in front of them and overlook the importance of creating a clear evidential record that is legally binding. Whilst practical steps such as confirming discussions can provide invaluable contemporaneous evidence if memories later differ, it is no substitute for a professionally drafted written agreement.

Seeking legal advice from a commercial contract lawyer at the outset of a transaction is usually going to be far less costly than resolving a dispute after relationships have broken down. A well-drafted contract does more than record the commercial terms; it identifies potential areas of disagreement, allocates risk appropriately, clarifies each party's rights and obligations and provides certainty if circumstances change. Investing in expert legal drafting at the beginning of a deal can save businesses significant time, expense and uncertainty in the future.

If you need advice on a new business deal, would like an existing contract reviewed, or require a contract to be professionally drafted, please get in touch to discuss your business needs. Early legal advice can help provide certainty, reduce risk and protect your commercial interests.