Schechter notes that lawyers should not disclose confidential transaction agreements, whether they are related or not. But if a lawyer cannot remain silent, he must be aware of any contractual liability for the disclosure of negotiated billing terms for clients. Companies may also consider developing internal policies and procedures when lawyers can associate it with their clients` transaction agreements. This case serves as an important reminder to counsel that the means by which the negotiating parties are considering binding on a proposed contract should be clearly stated in the contract (i.e., there was no explicit clause in the proposed facts that the parties would only be engaged when all aspects of a formal agreement and, in particular, enforcement were completed). In specifying the extent of a lawyer`s contractual power on behalf of his client, the NSW Court of Appeal stated that, as with many judicial reviews, this creates more questions than answers. For example, can a lawyer circumvent contractual liability by even refusing to sign a transaction contract „approved in form and content?“ According to Schechter, it could be argued that counsel agreed to be bound by the terms of the parties` transaction agreement if the lawyer is involved in the development of an agreement that purports to bind counsel or agents of the parties in general. Should the transaction agreement expressly provide that lawyers are not bound by the terms of the agreement? This issue was recently addressed by the NSW Court of Appeal in Pavlovic/Universal Music Australia Pty Limited  NSWCA 313. In that case, Mr. Pavlovic successfully appealed the judge`s decision that his lawyer`s e-mail had linked him to the terms of the written transaction document forwarded by Universal Music Australia Pty Ltd (Universal), although Mr. Pavlovic never signed the document. In September 2014, following a number of disputes over the joint venture, the parties agreed that their relationship was untenable and that the joint venture should cease. They ordered their respective lawyers to negotiate the settlement terms.
Many transaction agreements contain confidentiality rules. These provisions can be applied through jurisdictional or arbitration clauses, liquidation claim clauses and applicable legal fees rules. But what if the lawyer of one of the settler parties spills the beans? Is the lawyer or his firm contractually responsible for this offence to the aggrieved party? In these circumstances, Universal submitted that the parties had already reached a binding agreement on Christmas Eve, as Mr. Pavlovic`s lawyer had accepted Universal`s offer to enter into an agreement on the terms of the proposed deed indicating that his client would „sign“. The Authority refers to a situation in which a reasonable third party would understand that an agent (in this case Mr. Pavlovic`s lawyer) was entitled to act on behalf of the client (Mr. Pavlovic). This means that the client is bound by the agent`s actions, even if the agent had no real, explicit or tacit power of action.
In Provost, Carolyn Yee, the regents` internal councillor, signed the agreement because she had been appointed as the party`s representative.