Agreement to Agree in UK Law

Leading Cases
  • Walford and Others v Miles and Another
    • House of Lords
    • 23 January 1992

    The reason why an agreement to negotiate, like an agreement to agree, is unenforceable, is simply because it lacks the necessary certainty. Each party to the negotiations is entitled to pursue his (or her) own interest, so long as he avoids making misrepresentations. In my judgment, while negotiations are in existence either party is entitled to withdraw from those negotiations, at any time and for any reason.

  • Didymi Corporation v Atlantic Lines and Navigation Company Inc.
    • Court of Appeal (Civil Division)
    • 23 October 1987

    As to that, it has frequently been observed that the creature to which the law gives no effect is an agreement to agree on terms which are not specified. Here there is a plain agreement that in the circumstances specified the hire shall be equitably decreased. True it is that the amount is left to the agreement of the parties. But they can only agree a decrease which is equitable in amount. That looks very like an agreement to agree on specified terms.

  • Scammell (G.) & Nephew Ltd v Ouston (H. C. & J. G.)
    • House of Lords
    • 16 December 1940

    The object of the Court is to do justice between the parties, and the Court will do its best, if satisfied that there was an ascertainable and determinate intention to contract, to give effect to that intention, looking at substance and not mere form. It will not be deterred by mere difficulties of interpretation. Difficulty is not synonymous with ambiguity so long as any definite meaning can be extracted.

    But I think the other reason, which is that the parties never in intention nor even in appearance reached an agreement, is a still sounder reason against enforcing the claim. In truth, in my opinion, their agreement was inchoate and never got beyond negotiations. They did indeed accept the position that there should be some form of hire purchase agreement, but they never went on to complete their agreement by settling between them what the terms of the hire purchase agreement were to be.

  • Sudbrook Trading Estate Ltd v Eggleton
    • House of Lords
    • 08 July 1982

    The true distinction is between those cases where the mode of ascertaining the price is an essential term of the contract, and those cases where the mode of ascertainment, though indicated in the contract, is subsidiary and non-essential�see Fry on Specific Performance (6th Edition) paragraphs 360, 364.

  • B J Aviation Ltd v Pool Aviation Ltd
    • Court of Appeal (Civil Division)
    • 18 January 2002

    Fourth, where the court is satisfied that the parties intended that their bargain should be enforceable, it will strive to give effect to that intention by construing the words which they have used in a way which does not leave the matter to be agreed in the future incapable of being determined in the absence of future agreement.

  • Petromec Inc. v Petroleo Brasileiro S.A. Petrobras and Others
    • Court of Appeal (Civil Division)
    • 23 January 2008

    It would be a strong thing to declare unenforceable a clause into which the parties have deliberately and expressly entered. I have already observed that it is of comparatively narrow scope. To decide that it has "no legal content" to use Lord Ackner's phrase would be for the law deliberately to defeat the reasonable expectations of honest men, to adapt slightly the title of Lord Steyn's Sultan Azlan Shah lecture delivered in Kuala Lumpur on 24th October 1996 (113 LQR 433 (1977)).

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Legislation
  • Digital Economy Act 2017
    • UK Non-devolved
    • January 01, 2017
    ... ... (4) After subsection (2) insert—“(2A) The BBC Charter and Agreement may in particular confer on OFCOM, as a power they are to have by virtue ... does not require a person to whom sub-paragraph (5) applies to agree to the exercise of any code right on land other than the land mentioned in ... ...
  • Community Empowerment (Scotland) Act 2015
    • Scotland
    • January 01, 2015
    ... ... planning partners by this Part, a community planning partnership may agree—(a) that a particular community planning partner need not comply with a ... the sale and purchase of the land have been concluded, or(ii) an agreement conferring an option to acquire the land exists, and(c) the application ... ...
  • European Union (Withdrawal Agreement) Act 2020
    • UK Non-devolved
    • January 01, 2020
    ... ... -South co-operation and the prevention of new border arrangements) , after subsection (2) , insert—“(3) A Minister of the Crown may not agree to the making of a recommendation by the Joint Committee under Article 11(2) of the Protocol on Ireland/Northern Ireland in the withdrawal agreement ... ...
  • Serious Crime Act 2015
    • UK Non-devolved
    • January 01, 2015
    ... ... (b) consists of three or more persons who act, or agree to act, together to further that purpose ... (7) For a person to be ... (d) they have agreed to marry one another (whether or not the agreement has been terminated); ... (e) they have entered into a civil partnership ... ...
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Books & Journal Articles
  • Adam Smith and the Social Foundation of Agreement: Walford v Miles as a Relational Contract
    • No. , September 2017
    • Edinburgh Law Review
    • 376-404
    ... ... 's verdict for the claimants, Lord Ackner found, however, that the particular lock-out agreement relied on by the claimants was an agreement to agree and as such unenforceable in English law for want of certainty. Lord Ackner believed the law about agreements to agree to have been settled over 15 ... ...
  • Financial planning and control systems
    • No. 17-1, February 1997
    • Public Administration and Development
    This article surveys essential concepts and elements of New Zealand's state sector reforms, focusing on: the guiding philosophy—transparency and consistency; operating principles—the distinction be...
    ... ... departments are required to specify the outputs in a purchase agreement with their minister. This signed purchase agreement constitutes a record ... Agree to appropriate cost, quantity and quality measures and standards for ... ...
  • Mutuality of Obligations and the Contract of Employment: Carmichael and Another v National Power plc
    • No. 63-5, September 2000
    • The Modern Law Review
    ... ... correct approach is to ask four questions: ‘(1) Was there agreement between the parties? (2) What were the terms, express and implied, upon ... relationship to arise, and amounted to more than an agreement to agree: ‘As and when each 13 Possibly because , at the time, they would have ... ...
  • Book Review: Personality and Culture in Eastern European Politics, Slavic Civilization through the Ages
    • No. 5-1, March 1950
    • International Journal
    • 0000
    ... ... in August, 1945 down to the conclusionof the Renville Agreement, under Security Council auspices, in January,1948. Much has happened ... But it reallyrepresented only a somewhat premature agreement to agree, becauseboth signatories clung to different interpretations of the terms ... ...
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Law Firm Commentaries
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