Formation of Contract in UK Law

Leading Cases
  • Trentham (G Percy) Ltd v Archital Luxfer Ltd
    • Court of Appeal (Civil Division)
    • 20 Jul 1992

    The fact that the transaction was performed on both sides will often make it unrealistic to argue that there was no intention to enter into legal relations. It will often make it difficult to submit that the contract is void for vagueness or uncertainty. Specifically, the fact that the transaction is executed makes it easier to imply a term resolving any uncertainty, or, alternatively, it may make it possible to treat a matter not finalised in negotiations as inessential.

    One must not lose sight of the commercial character of the transaction. It is not a case where there was a continuing stipulation that a contract would only come into existence if a written agreement was concluded. But I am, in any event, satisfied that in this fully executed transaction a contract came into existence during performance even if it cannot be precisely analysed in terms of offer and acceptance.

  • Whitworth Street Estates (Manchester) Ltd v James Miller and Partners Ltd
    • House of Lords
    • 03 Mar 1970

    I must say that I had thought that it is now well settled that it is not legitimate to use as an aid in the construction of the contract anything which the parties said or did after it was made. Otherwise one might have the result that a contract meant one thing the day it was signed, but by reason of subsequent events meant something different a month or a year later.

    In my opinion, once it was seen that the parties had made no express choice of law, the correct course was to ascertain from all relevant contemporary circumstances including, but not limited to, what the parties said or did at the time, what intention ought to be imputed to them on the formation of the contract. Unless it were to found an estoppel or a subsequent agreement, I do not think that subsequent conduct can be relevant to this question.

  • RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH & Company KG
    • Supreme Court
    • 21 Jul 2010

    Whether there is a binding contract between the parties and, if so, upon what terms depends upon what they have agreed. It depends not upon their subjective state of mind, but upon a consideration of what was communicated between them by words or conduct, and whether that leads objectively to a conclusion that they intended to create legal relations and had agreed upon all the terms which they regarded or the law requires as essential for the formation of legally binding relations.

  • Wickman Machine Tool Sales Ltd v L. Schuler A.G.
    • House of Lords
    • 04 Abr 1973

    The fact that a particular construction leads to a very unreasonable result must be a relevant consideration. The more unreasonable the result the more unlikely it is that the parties can have intended it, and if they do intend it the more necessary it is that they shall make that intention abundantly clear.

  • Crabb v Arun District Council
    • Court of Appeal (Civil Division)
    • 23 Jul 1975

    If I may expand that, Lord Cairns said: "It is the first principle upon which all Courts of Equity proceed", that it will prevent a person from insisting on his strict legal rights — whether arising under a contract, or on his title deeds, or by statute — when it would be inequitable for him to do so having regard to the dealings which have taken place between the parties, see Hughes v. Metropolitan Railway (1877) 2 A.C. at page 448.

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Legislation
  • Sale of Goods Act 1979
    • UK Non-devolved
    • 1 de Enero de 1979
    ...... I . Contracts to Which Act Applies Part I . Contracts to Which Act Applies . S-1 . ...without such modification of the section. II . Formation of the Contract Part II . Formation of the Contract . Contract of sale . ......
  • Joint Stock Companies Act 1856
    • UK Non-devolved
    • 1 de Enero de 1856
    ....... Registry. . Registry. . S-III . Formation of an Incorporated Company. III Formation of an Incorporated Company. . ... the Company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in Office: Provided always, ......
  • Insurance Companies Amendment Act 1973
    • UK Non-devolved
    • 1 de Enero de 1973
    ......Liabilities of unlimited amount. . S-11 . Avoidance of contracts for unlimited amounts. 11 Avoidance of contracts for unlimited amounts. . ...S-49 . Validation of formation of certain pre-1967 insurance companies. 49 Validation of formation of ......
  • Insurance Companies Act 1974
    • UK Non-devolved
    • 1 de Enero de 1974
    ......Liabilities of unlimited amount. . S-27 . Avoidance of contracts for unlimited amounts. 27 Avoidance of contracts for unlimited amounts. . ... (which in. certain case forbids the formation otherwise than under that. Act of a company, association or partnership ......
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