certainty of terms Flashcards
ESB v Newman
contract of indemnity in discharging accounts for electricity to Mrs Waddington, she had 4 premises, oral agreement that it was just 1 premises, upheld despite term being ambiguous
Mackie v Wild
agreement for 25 annual fishing permits & ‘a few’ day tickets was too vague, term can mean any reasonable number
Black County Housing Association v Shand
term ‘fair and reasonable price’ sufficiently certain
Jet2com v Blackpool Airport
P was low-cost budget airline who had agreement w/airport that it would use its best endeavours to ensure the airline could continue committing to low cost flights, airport limited opening hours, P argued breach of term, airport argued too ambiguous to be enforceable
Jet2com v Blackpool Airport; CCA
held best or reasonable endeavours clauses is not itself regarded as too uncertain to be enforceable provided the object subject to the endeavours is ascertained with sufficient certainty, held by signing up to such a clause, one agrees to reasonable expenditure to ensure the clause is adhered to but was noted that such a clause does not justify a business continuing with no hope to succeed
Molloy
if a term is devoid of meaning to the point it is effectively empty, it will be deemed illusory and the courts will find the contract void for uncertainty
O’Mullane v Riordan
P agreed to pay 1500k an acre or such greater price, held not to be illusory as there was a minimum price
Bula Ltd v Tara Mines
agreement between 2 companies to get on better in the future was unenforceable as Lynch J held it was so utterly vague to be no more than a pious aspiration to get on better in the future
Walford v Miles
Lord Ackner explained an agreement to negotiate or an agreement to agree is unenforceable simply because it lacks the necessary certainty
Cadbruy v Kerry Co Op
clause to enter honest negotiations was unenforceable
Courtney v Tolaini Brothers
Lord Denning held an agreement to negotiate a building agreement lacked sufficient certainty, held a contract to negotiate like a contract to enter into a contract is not a contract known to law
Triatic v Cork County Council
P were in negotiations with council re agreement for development in which the proposals weren’t accepted, P argued they had an agreement to negotiate until a conclusion arose, argument rejected as no such clause could be enforceable
Flynn v Breccia
CA confirmed there is no implied duty of good faith in commercial contracts, B sought to restrain the selling of his shareholding in Blackrock Clinic on the basis there was an implied term in shareholder agreement of good faith, fair dealing and shareholders wouldn’t take steps to cause anothers shares to be sold w/o agreement, HC held this was a relational contract and not just commercial - implied duty of good faith, rejected in CA who held the relationship was purely commercial and there was no implied duty of good fiath
