⇒ The court may decide not to enforce an agreement between parties because it may be uncertain as to what the parties actually agreed on e.g. Scammell v Ouston [1941].
⇒ BUT, this does not mean the parties need to be absolutely certain of all of the terms in a contract for it to be certain/enforceable.
⇒ So even vague terms can amount to certainty/enforceability in some circumstances e.g. Hillas v Arcos (1932).
⇒ What if a party puts in a meaningless phrase into the contract so they can get out of the contract whenever they like claiming there is a lack of certainty?
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⇒ If an important/essential part of contract is left out, then the contract is unenforceable.
⇒ There is no duty to negotiate in English Contract Law as it is not practicable: Walford v Miles (1992).
⇒ The court may imply reasonable terms in a contract in some circumstances e.g. Foley v Classique Coaches [1934].
⇒ An agreement is incomplete if there is a "subject to contract" clause.
⇒ Agreements "on terms to be agreed" are not enforceable e.g. in The Junior K [1988] it was held that an agreement "subject to details" was not enforceable.
⇒ A contract is not incomplete if, in the contract, there is a 'machinery' for dealing with the uncertainty e.g. saying the price will depend on the market price.
⇒ See, for example, the case of Sudbrook Trading Estate v Eggleton [1982].
⇒ There is a fine line between terms that are very important and others which are simply machinery.
⇒ New Zealand Shipping Co. Ltd v A M Satterthwaite & Co., The Eurymedon [1975]: Lord Wilberforce comments on contract law as being "technical" and "schematic", which means that facts are often forced to "fit uneasily into the marked slots of offer, acceptance and consideration."
⇒ Do you agree with Lord Wilberforce's comments in New Zealand Shipping Co. Ltd v A M Satterthwaite & Co., The Eurymedon [1975]. Why?
⇒ Some other helpful legal resources on certainty:
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