Incomplete Agreements -- read with implication Flashcards Preview

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Flashcards in Incomplete Agreements -- read with implication Deck (17)
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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

1

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

2

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

3

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

4

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'

5

Petromec

Since Miles the courts have upheld an EXPRESS agreement to negotiate

6

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

7

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

8

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

9

Nicolene v Simmonds

Severance of meaningless expressions - to disallow this would see those wishing to get out of contracts searching for vague clauses

10

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

11

Hillas v Arcos

The parties had considered that they had a contract and had acted upon it - upheld

12

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

13

Palgrave Brown and Son v SS Turid

Exception to Parol Evidence - custom

14

Pym v Campbell

Exception to parole evidence rule - contract not in operation

15

Walker Property Investments v Walker

Exception to parol evidence rule - evidence of supplementary terms

16

City of Westminster v Mudd

Exception to parol evidence - evidence of a collateral contract