- Certainty in English contract law
Certainty in English contract law set out rules for how judges will interpret, sever or put contracts into effect.
If the terms of the contract are uncertain or incomplete, the parties cannot have reached an agreement in the eyes of the law. An agreement to agree does not constitute a contract, and an inability to agree on key issues, which may include such things as price or safety, may cause the entire contract to fail. However, a court will attempt to give effect to commercial contracts where possible, by construing a reasonable construction of the contract.
Courts may also look to external standards, which are either mentioned explicitly in the contract or implied by common practice in a certain field. In addition, the court may also imply a term; if price is excluded, the court may imply a reasonable price, with the exception of land, and second-hand goods, which are unique.
If there are uncertain or incomplete clauses in the contract, and all options in resolving its true meaning have failed, it may be possible to sever and void just those affected clauses if the contract includes a severability clause. The test of whether a clause is severable is an objective test—whether a reasonable person would see the contract standing even without the clause.
Failure to specify subject matters
- Mercantile Credits Ltd v Harry  2 NSWR 248
Certainty of terms
- Hillas & Co v Arcos Ltd  UKHL 2
- Sale of Goods Act 1979, s.8(2), 9
- Brown v Gould  Ch 53
- Sudbrook Trading Estate Ltd v Eggleton  1 AC 444
- Nicolene Ltd v Simmons  1QB 543
Agreement to agree
- May & Butcher v The King  2 KB 17
- Foley v Classique Coaches Ltd  2 KB 1
Agreement to negotiate
- Walford v Miles  2 AC 128
- Pitt v PHH Asset Managemen Ltd  1 WLR 327
Agreement “Subject to Contract”
- Branca v Cobarro  KB 854
- Masters v Cameron (1954) 91 CLR 353
- Carlton Communications and Granada Media plc v The Football League  EWHC 1650 (Comm)
- Three certainties
- English tort law
- English trusts law
- Attorney-General v Barker Bros Ltd  2 NZLR 495.
- Electricity Corporation of New Zealand v Fletcher Challenge Energy Ltd  NZLR.
English contract law Formation Contractual termsIncorporation of terms · Interpreting contracts · Implied terms · Unfair contract terms Breach of contract Setting aside a contract
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