Marxen v Smith - [1990] 3 NZLR 585

Contract — Formation — Certainty as to essential terms — Implied terms — Contract for sale of business was specific as to purchase price, deposit, possession date and chattels "as inspected" and provided for lease back of premises to purchasers — Contract did not apportion purchase price as to goodwill, list the chattels, cover transfer of essential licence, or specify form of lease — Parties later agreed on some of the omissions and signed second contract subject to approval of lease — Purchasers did not approve lease and sought refund of deposit — Whether second contract supplanted first contract — Whether Court could imply omitted terms in first contract — Whether first contract was void for uncertainty — Whether purchasers were entitled to recover deposit.