Incomplete Agreements -- read with implication Flashcards
Branca v Cabarro
Deferred agreements - ‘provisional’ here meant that even though it said they were going to have a contract, they both felt themselves bound by that contract, which is important
Winn v Bull
No contract as the agreement was ‘subject to the preparation and approval of a formal contract’ and all the terms had not been settled
Alpenstow v Regalian Properties
Even if ‘subject to contract’ this meaning can be displaced, here there had been an intention to create a duty to exchange contracts
Chilingworth v Esche
Deferred agreement - an important mechanism of the courts which means that usually they will not be bound - sits uneasily as they could not agree with the formal contract and end up returning to the original agreement anyway
Courtney & Fairbarn, Walford v Miles (closed the dooir
Pre-emptive agreements - no more than an agreement to negotiate - how can it follow that, if there can be no contract to contract, there can be a contract to negotiate - NB the context in C RE building contracts - the SOGA would infer a ‘reasonable price’ and contract upheld – in W v M conclusively no duty on ‘good faith’
Petromec
Since Miles the courts have upheld an EXPRESS agreement to negotiate
British Bank for Foreign Trade
Where part of a contract has been executed, where other elements remain to be executed (e.g. price), then the court will imply a contract and a ‘reasonable sum’ will be paid
Sudbrook v Eggleton
Gillatt v Sky
This was not an agreement to agree but the parties were bound, according to Lord Diplock, because of notice given which turned it from an ‘if’ contract, into a binding agreement - this has been distinguished very often and is perhaps wrongly decided – cf G where it was a condition precedent
Foley v Classique Coaches
The parties believed they had a contract and had acted as if they did for 3 years so a contract was implied
Nicolene v Simmonds
Severance of meaningless expressions - to disallow this would see those wishing to get out of contracts searching for vague clauses
Scamell and Nephew
There was no contract as the language was so uncertain, with so many mutually exclusive interpretations that it was not possible to give rise to one for sure, notwithstanding whether the parties believed otherwise
Hillas v Arcos
The parties had considered that they had a contract and had acted upon it - upheld
RTS Flexible Systems v Molkerei Alois Muller
British Steel Corp. v Cleveland Bridge Engineering Co,
Performance under a contract is instructive (RTS) but not conclusive (BS) when looking at vague terms - if essential terms are not agreed then the contract cannot be salvaged
Palgrave Brown and Son v SS Turid
Exception to Parol Evidence - custom
Pym v Campbell
Exception to parole evidence rule - contract not in operation
