Doctrine of certainty Flashcards
Winn v Bull
Where agreement is made dependent on the fulfilment of a condition (e.g. a further contract), the agreement is not binding
Chillingworth v Esche
Subject to contract is indicative that the parties intend to postpone binding legal relations
Alpenstowe v Regalian
Presumption is rebuttable
Branca v Cobarro
A provisional agreement may be binding
Courtney v Tolaini
The law does not recognise a contract to negotiate
Courtney v Tolaini
In building contracts, there is no contract unless there is an agreement on price - or at least a means of ascertaining it
Cf. s.8(2) Sale of Goods Act - import ‘reasonable price’
Walford v Miles
The court will not be willing to imply a term into an agreement to negotiate in good faith
Walford v Miles
Implication of good faith clause is “inherently repugnant” to the adversarial position of the parties (L Ackner); cf. Petromec Inc
Novinex
Law will be more willing to imply a term or contract where the parties have acted in reliance on the arrangement
Sykes v Fine Fare
The further the parties have proceeded in their contract, the more ready the courts are to imply a reasonable term to give effect to their intentions (cf. Cleveland Bridge)
Foley v Classique Coaches
No failure for uncertainty if where an essential term is missing where the contract provides machinery for resolving it
Sudbrook v Eggleton
Where the agreed machinery fails, the courts may still choose to uphold the contract where the parties have agreed to sell at a “fair value” or “reasonable price” (L Fraser)
Sudbrook v Eggleton
Convincing dissent L Russell: no assumption that the parties intended to achieve a fair price: “vendors and purchasers are inherently greedy”
Nicolene v Simmonds
Where a clause is so uncertain that it is incapable of precise meaning, it can be severed from the contract and the rest of the agreement enforced
Scammell & Nephew
No contract when fundamental terms are so problematic they cannot safely be given one meaning
