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Formation – is there a contract?

Estate agent’s commission: Supreme Court on binding agreements and implied terms

Jason Rix

This morning the Supreme Court found, overturning the Court of Appeal, that a short telephone call was enough to create a binding agreement between an estate agent and his client, even though the trigger event for the commission had not been specified (Wells v Devani). There were very different accounts of the crucial phone call. Read More

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Take care: is your “agreement” only an agreement to agree?

Bethany Gregory

In Morris v Swanton Care, the Court of Appeal held that an earn-out provision in a share purchase agreement contained an unenforceable agreement to agree. When Morris sold shares in a residential care business to Swanton, the parties included an earn-out mechanism in the share purchase agreement to enable him to receive deferred consideration. This Read More

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Be careful when you race to perform an agreement

Kerry Chan

In CRS v McLaren, the High Court, quoting RTS, reiterated that the court should not impose binding contracts on parties which they have not reached. CRS and McLaren entered into a heads of agreement, which envisaged that a more detailed, formal contract would be agreed. This never happened, but the project, for a GT4 racing car based Read More

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A question of construction: liability caps and building contracts

Leah Fisher

In Arcadis v AMEC, the Court of Appeal held that a liability cap had been incorporated into a letter of instruction. AMEC, a specialist concrete contractor, employed Arcadis, an engineering outfit, to help design two construction projects: the Wellcome Building and Castlepoint car park. A detailed Protocol Agreement was exchanged but never finalised. Work was Read More

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A consideration of antique Islamic art

Victoria Williams

In Rock v MWB, the Supreme Court declined to deal with consideration. In Simantob v Shavleyan, the High Court had to grapple with it. The parties were art dealers and had settled claims relating to a dispute over the sale of antique Islamic art. Mr Shavleyan agreed to pay Mr Simantob USD 1.5m in full Read More

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Strike out: court rejects implied contract claim

Elizabeth Staves

The High Court in Standish v RBS  held that an alleged overarching agreement was unnecessary and therefore could not arise by implication. There was no breach of an implied duty of good faith and the claim was struck out as it was bound to fail. Standish were shareholders in a company which suffered financial difficulties. Read More

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Redressing the balance: Banks owe no contractual duty to customers in respect of regulator-mandated review

Jon Turnbull

Back in 2012 the FSA (now FCA) launched an investigation into mis-selling of interest rate hedging products. A number of banks agreed with the FCA to conduct a pro-active redress exercise. This required the banks to review their sales to non-sophisticated customers and provide redress where appropriate. Some customers – unsatisfied with the redress on Read More

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Is my document binding?

Jason Rix

Last week, Richard Hooley spoke to us about what makes an agreement binding. He began with a quote from Blue v Ashley (incidentally, the post on that case is the most read on this blog): “…no reasonable person present in the Horse & Groom … would have thought that the offer to pay Mr Blue £15 million Read More

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New Balance and Fellaini … have you signed on the dotted line?

Jason Rix

In Rosalina v New Balance the court found that, having considered the full run of communications, the parties only intended to be bound when all parties had signed.  As they had not, there was no binding agreement. An attempt to rely on an open-end duty to negotiate in good faith was void for uncertainty. Under a Read More

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Court of Appeal shows certainty to be its forte

Muir MacKean

In Openwork v Forte, the Court of Appeal confirmed that finding a clause lacks certainty is only ever a last resort. A provision, the overall effect of which is explicit despite its terms being incomplete, may still be sufficiently certain in effect to be enforced. Mr Forte, a financial adviser, had entered into a contract Read More

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