Subject to Contract in UK Law

Leading Cases
  • Generator Developments Ltd v LIDL UK GmbH
    • Court of Appeal (Civil Division)
    • 08 Mar 2018

    What it means is that (a) neither party intends to be bound either in law or in equity unless and until a formal contract is made; and (b) that each party reserves the right to withdraw until such time as a binding contract is made. It follows, therefore, that in negotiating on that basis both Generator and Lidl took the commercial risk that one or other of them might back out of the proposed transaction. In short, a “subject to contract” agreement is no agreement at all.

  • London & Regional Investments Ltd v (1) TBI Plc (2) BELFAST International Airport Ltd
    • Court of Appeal (Civil Division)
    • 22 Mar 2002

    The "subject to contract" state of the joint venture negotiations at the date of the Sale Agreement indicates that there is nothing unconscionable in TBI's subsequent refusal to proceed with the joint venture after the Sale Agreement was completed. For the court to hold that a constructive trust existed in those circumstances would be contrary to what the parties had expressly agreed was to be subject to the making of a future agreement.

    The recorded intentions as to the joint venture implicitly proceeded on the basis that no concluded agreement had been reached and contemplated that such an agreement might never be reached.

  • Law v Jones
    • Court of Appeal (Civil Division)
    • 10 Abr 1973

    But it is not, in my judgment, necessary that the note or memorandum should acknowledge the existence of a contract.

  • Walford and Others v Miles and Another
    • House of Lords
    • 23 Ene 1992

    A duty to negotiate in good faith is as unworkable in practice as it is inherently inconsistent with the position of a negotiating party. In my judgment, while negotiations are in existence either party is entitled to withdraw from those negotiations, at any time and for any reason. There can be thus no obligation to continue to negotiate until there is a "proper reason" to withdraw. Accordingly a bare agreement to negotiate has no legal content.

  • 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.

  • Munton v Greater London Council
    • Court of Appeal (Civil Division)
    • 05 Feb 1976

    I do not say that the phrase makes the contract containing it necessarily and whatever the context a conditional contract. But they are words appropriate for introducing a condition, and it would require a very strong and exceptional case for this clear prima facie meaning to be displaced" In my view the facts of the Michael Richards case were very strong and exceptional.

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Legislation
  • Landlord and Tenant Act 1987
    • UK Non-devolved
    • 1 de Enero de 1987
    ......requirements of sections 6 to 10. . (2) Subject to subsections (3) and (4), this Part applies to. premises if— . . (a) ...agreed to by the parties (subject to contract) for the. disposal of the protected interest, and. . . (b) that the ......
  • Consumer Rights Act 2015
    • England & Wales
    • 1 de Enero de 2015
    ...... 1 . Consumer contracts for goods, digital content and services PART 1 . Consumer contracts for ... . (6) Subsection (1) is subject to any provision of this Chapter that applies a section or part of a ......
  • Equality Act 2010
    • UK Non-devolved
    • 1 de Enero de 2010
    ...... . (2) In deciding how to fulfil a duty to which it is subject under subsection (1). , an authority must take into account any guidance ... . . (a) A, or. . . (b) an employee of A's. S-41 . Contract workers 41 Contract workers . (1) A principal must not discriminate ......
  • Corporate Insolvency and Governance Act 2020
    • UK Non-devolved
    • 1 de Enero de 2020
    ...... (a) (a) is not subject to an outstanding winding-up petition, and . (b) (b) is not an overseas ... (d) (d) wages or salary arising under a contract of employment, . (e) (e) redundancy payments, or . (f) (f) debts or ......
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Books & Journal Articles
  • Expand and contract.
    • Núm. 2001, Enero 2001
    • Financial Management (UK)
    • Warchus, John
    • Application service providers - Brief Article
    ......It is therefore important to use a formula such as "subject to contract" until you are ready to commit contractually. . When reviewing the draft contract for a new technology supplier, check whether an entire ......
  • NOTES OF CASES
    • Núm. 13-4, Octubre 1950
    • The Modern Law Review
    ...... ' substantial '.z The spate of recent cases on this subject is an interesting illustra- tion of the way in which the ... con- ceded in the judgments" that once a binding contract was entered into the principal could not deprive his ......
  • Notes Of Cases
    • Núm. 37-6, Noviembre 1974
    • The Modern Law Review
    ...... v. Smithpa of whether any subjective state of mind at all needs to be proved in order to convict ... an industrial dispute knowingly to induce a breach of contract, unless the inducer was a registered trade union. The A.U.E.W. ......
  • Restitution where an Anticipated Contract Fails to Materialise
    • Núm. 59-1, Enero 1996
    • The Modern Law Review
    ...... The agreement was at all times expressed and understood by both parties to be ‘subject to contract’. Long delays subsequently ensued, mostly owing to LDDC’s insistence on particular design standards, and to its ......
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Law Firm Commentaries
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