Incomplete Agreements -- read with implication

Question 0

Branca v Cabarro

Answer 0

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

Question 1

Winn v Bull

Answer 1

No contract as the agreement was ‘subject to the preparation and approval of a formal contract’ and all the terms had not been settled

Question 2

Alpenstow v Regalian Properties

Answer 2

Even if ‘subject to contract’ this meaning can be displaced, here there had been an intention to create a duty to exchange contracts

Question 3

Chilingworth v Esche

Answer 3

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

Question 4

Courtney & Fairbarn, Walford v Miles (closed the dooir

Answer 4

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’

Question 5

Petromec

Answer 5

Since Miles the courts have upheld an EXPRESS agreement to negotiate

Question 6

British Bank for Foreign Trade

Answer 6

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

Question 7

Sudbrook v Eggleton

Gillatt v Sky

Answer 7

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

Question 8

Foley v Classique Coaches

Answer 8

The parties believed they had a contract and had acted as if they did for 3 years so a contract was implied

Question 9

Nicolene v Simmonds

Answer 9

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

Question 10

Scamell and Nephew

Answer 10

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

Question 11

Hillas v Arcos

Answer 11

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

Question 12

RTS Flexible Systems v Molkerei Alois Muller

British Steel Corp. v Cleveland Bridge Engineering Co,

Answer 12

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

Question 13

Palgrave Brown and Son v SS Turid

Answer 13

Exception to Parol Evidence - custom

Question 14

Pym v Campbell

Answer 14

Exception to parole evidence rule - contract not in operation

Question 15

Walker Property Investments v Walker

Answer 15

Exception to parol evidence rule - evidence of supplementary terms

Question 16

City of Westminster v Mudd

Answer 16

Exception to parol evidence - evidence of a collateral contract