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Chapter

Cover Contract Law

4. Uncertain and Incomplete Agreements  

The parties to agreements sometimes express themselves in terms that are vague, incomplete, or uncertain. The courts have experienced considerable difficulty in deciding whether or not an agreement has been expressed in a form that is sufficiently certain for them to enforce. On the one hand, judges generally do not wish to be seen to be making the contract for the parties, and on the other hand, are reluctant to deny legal effect to an agreement that the parties have apparently accepted as valid and binding. The result has been a degree of tension in the case-law. This chapter examines two groups of cases. The first group consists of cases in which it was held that the agreement was too uncertain or too vague to be enforced, while the second comprises a number of cases in which the courts have concluded that the agreement was valid and binding.

Chapter

Cover Contract Law Directions

3. Certainty and the intention to create legal relations  

Without assuming prior legal knowledge, books in the Directions series introduce and guide readers through key points of law and legal debate. Questions, diagrams, and exercises help readers to engage fully with each subject and check their understanding as they progress. This chapter discusses certainty and the intention to create legal relations. It first considers cases where the parties have used ambiguous or unclear language. It then looks at cases where the parties have deliberately left terms to be agreed at a later date. In the former cases, the agreement is often described as ‘vague’; in the latter cases it is described as ‘incomplete’. The chapter then turns to domestic agreements, commercial agreements, and executory and executed agreements.

Chapter

Cover Contract Law

9. Flexible terms  

Uncertainty, vagueness, and incompleteness

This chapter considers how parties try to build flexibility into their contracts, along with the legal hurdles they face. A contract, or contractual clause, is vague if the words the parties have chosen give no real way of deciding what the parties are required to do and whether they have done it. A contract is incomplete if it fails to deal with a matter which is so fundamental that the transaction cannot be performed without agreement being reached on it. The effect of vagueness and incompleteness is to render the clause or contract void in law. Vagueness and incompleteness are often said to be closely related to the requirement of certainty in contracting, which crops up in a number of different areas of contract law. This chapter first discusses certainty and the complex transaction, along with vagueness and open-ended clauses, before turning to incompleteness and agreements to agree.

Chapter

Cover Contract Law Directions

3. Certainty and the intention to create legal relations  

Without assuming prior legal knowledge, books in the Directions series introduce and guide readers through key points of law and legal debate. Questions, diagrams and exercises help readers to engage fully with each subject and check their understanding as they progress. This chapter discusses certainty and the intention to create legal relations. It first considers cases where the parties have used ambiguous or unclear language. It then looks at cases where the parties have deliberately left terms to be agreed at a later date. In the former cases, the agreement is often described as ‘vague’; in the latter cases it is described as ‘incomplete’. The chapter then turns to domestic agreements, commercial agreements, and executory and executed agreements.

Chapter

Cover Complete Contract Law

4. Certainty and the Intention to Enter a Legal Relationship  

This chapter investigates the basic law on the certainty and intention requirements in the creation of an agreement. To be legally enforceable as a contract, the agreement must be sufficiently certain and show an intention to enter a legal relationship. Agreements can be uncertain because they are vague, or because they are incomplete. This can indicate there was no intention to enter a legal relationship. The courts must not rewrite the agreement; they must simply interpret it. If an agreement is incomplete, the courts may decide that the missing terms are implied, and this is more likely if there has been performance. A gap in an incomplete agreement can be filled if the parties have provided a mechanism for doing so, or if the terms can be construed so as to do so. The chapter then differentiates between an agreement to negotiate (a lock-in agreement) and agreements not to negotiate with other parties (lock-out agreements). Agreements between businesses are presumed to be made with the intention to be legally binding, but the facts, the interpretation of the terms, or the surrounding circumstances could mean there was no such intention.

Chapter

Cover O'Sullivan & Hilliard's The Law of Contract

15. Discharge of a contract for breach  

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines the circumstances in which a contract can be terminated or discharged by one party following breach or incomplete performance by the other party, covering entire obligations. It explains that breach of contract does not automatically bring a contract to an end and that termination of a contract for breach is not the same as rescission. This chapter also discusses the two sorts of situation in which the innocent party can terminate the contract for the other party’s breach, namely breach of condition or serious breach of an innominate term, and following repudiation, and considers the innocent party’s option to elect whether to terminate the contract or keep it alive.

Chapter

Cover Poole's Casebook on Contract Law

2. Agreement  

Robert Merkin KC, Séverine Saintier, and Jill Poole

Poole’s Casebook on Contract Law provides a comprehensive selection of case law that addresses all aspects of the subject encountered on undergraduate courses. A contract is a legally enforceable agreement. This chapter explains how the existence of an agreement is determined. After considering how the courts assess whether an agreement has been, using subjective and objective methods, it discusses the precise criteria used to determine agreement, namely offer and acceptance. The chapter defines offers and distinguishes them from invitations to treat. It focuses on identifying acceptances and distinguishing acceptances from responses which are not a mirror image of the offer, such as counter-offers. Much emphasis is placed on explaining the communication principles applicable to acceptances—postal and instantaneous communications, including email. The chapter explains revocations of offers and the communication principles applicable to revocations. The courts will enforce an agreement only if it is sufficiently certain in its terms. This chapter therefore considers how the courts deal with vagueness and incompleteness, including agreements to agree and whether there can ever be a duty to negotiate in good faith. It also examines the position where there is no contract due to uncertainty, but there has been performance. Finally, the chapter distinguishes bilateral and unilateral contracts and the special principles applicable to unilateral contracts.

Chapter

Cover Poole's Casebook on Contract Law

2. Agreement  

Robert Merkin and Séverine Saintier

Poole’s Casebook on Contract Law provides a comprehensive selection of case law that addresses all aspects of the subject encountered on undergraduate courses. A contract is a legally enforceable agreement. This chapter explains how the existence of an agreement is determined. After considering how the courts assess whether an agreement has been, using subjective and objective methods, it discusses the precise criteria used to determine agreement, namely offer and acceptance. The chapter defines offers and distinguishes them from invitations to treat. It focuses on identifying acceptances and distinguishing acceptances from responses which are not a mirror image of the offer, such as counter-offers. Much emphasis is placed on explaining the communication principles applicable to acceptances—postal and instantaneous communications, including email. The chapter explains revocations of offers and the communication principles applicable to revocations. The courts will enforce an agreement only if it is sufficiently certain in its terms. the This chapter therefore considers how the courts deal with vagueness and incompleteness, including agreements to agree and whether there can ever be a duty to negotiate in good faith. It also examines the position where there is no contract due to uncertainty, but there has been performance. Finally, the chapter distinguishes bilateral and unilateral contracts and the special principles applicable to unilateral contracts.