By an agreement in writing, the defendant agreed with the plaintiff to take a lease of a house. The other details were included, but the agreement was ‘subject to the preparation and approval of a formal contract’. The plaintiff sought specific performance.
Held: The words ‘subject to the preparation and approval of a formal contract’ in a document prevented the document from being held to be a final agreement of which specific performance could be enforced.
Sir George Jessel MR said: ‘It comes, therefore, to this, that where you have a proposal or agreement made in writing expressed to be subject to a formal contract being prepared, it means what it says; it is subject to and is dependent upon a formal contract being prepared. When it is not expressly stated to be subject to a formal contract it becomes a question of construction, whether the parties intended that the terms agreed on should merely be put into form, or whether they should be subject to a new agreement the terms of which are not expressed in detail’
Sir George Jessel MR
(1877) 7 Ch D 29, 47 LJ Ch 139, 42 JP 230, 26 WR 230
England and Wales
Followed – Rossdale v Denny CA 1921
The plaintiff offered in writing to purchase a leasehold house, but the letter was to take effect ‘on signing of a formal contract’ and ‘This offer is subject to a formal contract to embody such reasonable provisions as my solicitors may approve’. . .
 90 LJ Ch 204,  1 Ch 57,  124 LTR 294,  37 TLR 45,  65 Sol Jo 59
Cited – Confetti Records (A Firm), Fundamental Records, Andrew Alcee v Warner Music UK Ltd (Trading As East West Records) ChD 23-May-2003
An agreement was made for the assignment of the copyright in a music track, but it remained ‘subject to contract’. The assignor later sought to resile from the assignment.
Held: It is standard practice in the music licensing business for a . .
 EWCh 1274 (Ch), Times 12-Jun-03
Cited – Mehta v J Pereira Fernandes SA ChD 7-Apr-2006
The parties were in dispute. The now respondent threatened winding up. The appellant had someone in his company send an email requesting an adjournment and apparently giving a personal guarantee to a certain amount. The application was adjourned, . .
 EWHC 813 (Ch), Times 16-May-06,  1 WLR 1543
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 . .
 EWHC 2286 (Ch)
These lists may be incomplete.
Updated: 15 December 2020; Ref: scu.183731