logo

Uncertain Agreement

The case itself concerned an agreement on the sale of wood over two years, in a nutshell for: the dispute in the transaction agreement was referred to the Arbitration Tribunal. The arbitrators found that the delivery requirement was “non-existent.” The High Court and the Court of Appeal disagreed. Although the case does not contain a new law, it does show how to apply the principles of Mamidoil (see above). A contract whose more than one meaning, when built, can produce more than one result in its application is not zero for uncertainty. A contract is declared to uncertainty only if its essential conditions are uncertain or incomplete, unless the uncertain party, which is not essential, is separated, so that the balance of the agreement remains intact. In determining what is essential and what is not, the intent of the parties must be examined. There is no contract in place where an essential or critical element must be expressly regulated by the future agreement of the parties. In addition, there will be no binding contract in which the language is opaque and unable to have any particular meaning. “… it provided a commercial and contractual mechanism that could be operated with the assistance of experts in this area, allowing the parties to resolve, without agreement, a dispute over reasonable processing costs and the roadmap. The Court did not replace its own clause with that contained in the agreement, but interpreted the meaning of the words used, as they are interpreted by a reasonable third party. An agreement providing for future pricing by the parties or by a third party can be insured and applies in accordance with Section 29. Such a contract is not cancelled out of uncertainty.

In the case of a real estate sale agreement, if the property cannot be identified with security and there is no consensus between the parties on the price to be paid, there could be no contract between potential home buyers and builders. The degree of security required to create commitments depends on whether the transaction remains fully enforceable or independent of the party or has been negotiated. Whether the agreement was executed in whole or in part by a party, in whole or in part, the performance of the performance may itself lead to the conclusion that, as in Hart/Hart, the agreement is binding [8].