There is no significance in the fact that a formal written agreement, whether executed or not, is in different terms to the oral discussions leading up to it, subject of course to the appropriate authority of those who have executed it.
Lord Blackburn said: ‘So long as they are only in negotiation either party may retract; and though the parties may have agreed on all the cardinal points of the intended contract, yet, if some particulars essential to the agreement still remain to be settled afterwards, there is no contract. The parties, in such a case, are still only in negotiation. But the mere fact that the parties have expressly stipulated that there shall afterwards be a formal agreement prepared, embodying the terms, which shall be signed by the parties does not, by itself, shew that they continue merely in negotiation. It is a matter to be taken into account in construing the evidence and determining whether the parties have really come to a final agreement or not. But as soon as the fact is established of the final mutual assent of the parties so that those who draw up the formal agreement have not the power to vary the terms already settled, I think the contract is completed.’
Judges:
Lord Blackburn
Citations:
[1873] 3 APP Cas 1124
Jurisdiction:
England and Wales
Cited by:
Cited – London and Regional Investments Ltd v TBI Plc and Another ChD 1-Mar-2001
. .
Cited – Hutchison and others v B and DF Ltd ChD 3-Oct-2008
The claimants sought an order declaring that the defendant had a tenancy and requiring it to execute an appropriate lease. The landlords said that the tenant had a continuation lease under the 1954 renewal procedure, and the tenants said they had . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 15 May 2022; Ref: scu.276690