Contract Law Essays Help : Certainty of Terms

Contract Law Cases referred to in this section:
Arcos Ltd and Russo-Norwegian Onega Wood Co v Aronson (1930) 36 Ll L Rep 108
British Crane Hire Corpn Ltd v Ipswich Plant Hire Ltd (1975) QB 303, (1974) 1 All ER 1059, CA
David T Boyd v Louis Louca (1973) 1 Lloyd’s Rep 209
First Energy (UK) Ltd v Hungarian International Bank Ltd (1993) 2 Lloyd's Rep 194 CA
Hillas & Co Ltd v Arcos Ltd (1932) 147 LT 503, 514
Lombard Tricity Finance Ltd v Paton (1989) 1 All ER 918, CA
Malcolm v Chancellor etc of the University of Oxford (1991) CLY 521, CA
Nicolene Ltd v Simmonds (1953) 1 QB 543
Shamrock SS Co v Storey & Co (1899) 81 LT 413
Smith v Morgan (1971) 1 WLR 803
Star Shipping AS v China National Foreign Trade Transportation Corpn, The Star Texas (1993) 2 Lloyd's Rep 445, CA
Welsh Development Agency v Export Finance Co Ltd (1992) BCLC 148, (1992) BCC 270, CA
Wellington CC v Body Corporate 51702 (Wellington) (2002) 3 NZLR 486, NZCA

The law will generally seek to uphold a bargain wherever possible. However, the parties must set the boundaries to their agreement and the law cannot go further to create a bargain where one does not exist. It is therefore necessary for the courts to strike a balance between the destructive nit picking of documents on one hand and imaginative creation of bargains on the other. The law may:

(Adapted from source: Brown, I & Chandler, A (2005/6) Law of Contract (5th Edition), p.23) Oxford University Press, Oxford)

An agreement may be complete although it is not worked out in meticulous detail (First Energy (UK) Ltd v Hungarian International Bank Ltd (1993) 2 Lloyd's Rep 194 at 205, CA; Malcolm v Chancellor etc of the University of Oxford (1991) CLY 521, CA(publisher's oral commitment to publish a book; held: binding). The parties may make it clear that, whilst they intend subsequently to enter into a detailed formal agreement, it is their intention that the provisional agreement be immediately binding, but an outline agreement may achieve sufficient certainty for that agreement to be complete by reason of the maxim that that which is capable of being made certain is to be treated as certain so where, for example, the details that have not yet been settled on by the parties can be determined by reference to implied terms (such as those implied by statute), usage (see British Crane Hire Corpn Ltd v Ipswich Plant Hire Ltd (1975) QB 303, (1974) 1 All ER 1059, CA), reference to a third party (such as by arbitration: Arcos Ltd and Russo-Norwegian Onega Wood Co v Aronson (1930) 36 Ll L Rep 108) or some other extrinsic evidence ( Welsh Development Agency v Export Finance Co Ltd (1992) BCLC 148, (1992) BCC 270, CA (agreement to finance sales pro-vided goods complied with warranties), the Courts may be willing to find a concluded contract.

To decide whether or not an agreement is complete, it may be necessary to look beyond a simple offer and apparent acceptance to the whole of the negotiations between the parties. Where there is no clear picture of either party’s obligations other than a general acceptance to negotiate in good faith, there will be no enforceable contract (Wellington CC v Body Corporate 51702 (Wellington) (2002) 3 NZLR 486, NZCA). Similarly, where the contract attempts to account for fluctuating mar-keting conditions by setting variables such as delivery dates and prices which can change from time to time, these provisions are likely to be seen as ‘an agreement to agree’ and are therefore too uncertain to be capable of enforcement (Smith v Morgan (1971) 1 WLR 803).

This study area has been created by our experts to help students with Administrative Law Essay and Problem Questions. If you require further help with your question, why not order a fully customised model answer on which to base your assignment? Use our online order form to submit your request and you could have a complete model answer written to your specification within 24 hours.

order-now

Visitors have also looked at...

  • 1Law Essay Scams

    Essay writing scams can be hard to spot.
    Click here to find out how to avoid the essay scams

  • 2Essay writing in the press

    Find out what the press say about essay writing in the 21st century.

  • 3 Meet the Law Essays UK Team

    Find out more about the individuals that provide this first class essay writing service.