Incomplete Contract Depend on court whether want to uphold the contract as valid 1.

Previous dealing Previous dealings before based on same ctt, but later ctt claimed to be uncertainenforceable- it is clear that the parties both intended to make a contract and thought they had done so. usiness men often record the most important agreements in crude and summary fashion- Hillas & Co Ltd v Aros Ltds Contrast with ! Scammell v Ouston "only #refer to $ and P term% & in Hillas, contractual performance present and there were terms available to the court which could be implied Contrast& 3ne party refuse the machinery agreed and claimed it is not essentialcourt will not place machinery since party themselves agreed on the machinery they termed it- $nfiniteland Ltd r Artisan Contracting Ltd Court will not place machinery as there is no agreement in the first place as no agreed price so cannot refer the #dispute from agreement( to arbitrator- #ay & "utcher Ltd v ' ,contrast to 4oley, it stated #refer the subject matter of the agreement( but not merely #agreement( not as a result of offer and acceptance but during and as a result of performance) it would be possible to hold that such contract impliedly and retrospectively covered precontractual performance- 'TS %le(ible Systems Ltd v #olkerei Alois #uller !mbH Contrast& 7tart the work without precise details ,matters such as specification, price, delivery and liability had yet to be resolved. which confidently e6pected agreement will be reached- cannot enforced- "ritish Steel Corporation v Cleveland "ridge and ngineering Co Ltd

'. Court(s )achinery for resolving uncertainty *greement of land refer to #valuer(court should attempt to take the place of that machinery- Sudbrook Trading state Ltd v ggleton Contrast& +ot attempt to make appointment using the machinery clause in ctt and intergral issue,on ob-ective criteria involved&open market price for share. involved / Court will not place a machinery- !illatt v Sky Television Ltd Contrast& price and 0uantity uncertain for 12 years- court will not place machinery, on ob-ective criteria, parties purpose not enforced in law- "aird v #arks and Spencer plc

1 years of transaction based on the #at a price agreed( and presence of clause refer the #sub-ect matter( to arbitrator- court(s machinery applied by implied term reasonable price refer to arbitrator and performance has started for 1 years%oley v Classi&ue Coaches Ltd Contrast& refer to #price agreed( and contain clause #disputes with reference to or arising out of this agreement( but in fact there is no agreed price as no performance before-

1. 5elevance of the performance #whole picture view( *lready perform all or part of apparent agreement- certain n enforceabletransaction is e6ecuted makes it easier to imply a term resolving any uncertainty- Trentham Ltd v Archital Lu(fer Ltd where a contract had come into e6istence

Contrast with ritish case& Performed an une6ecuted contract which should be e6ecuted earlier with essential term agreed and

substantial work had done and agreement subse0uent varied in important aspectcertain enough as although variation of important aspect subse0uently but 8. y 7tatutory provision

during that time, #olkerei Alois #uller parties still uphold !mbH there is contract, only after very late month when disputes arise, only claim there is no ctt- 'TS %le(ible Systems Ltd v silence to the price but in fact there is no priced agreed- #ay & "utcher Ltd v ' *$n some cases the gaps in an incomplete agreement may be filled by the court 9. )eaningless phrase resorting to relevant legislative provisions+ *%or e(ample) s+, of the Sate of !oods Act Party add meaningless phrase in ctt -./. 0headed Ascertainment or 1rice23 and claim there is uncertainty- Certain provides4 as meaningless clause can be ignore and leave the contract good, if The price in a contract of sale may be meaningless clause turn contract fi(ed by the contract) or may be left invalid then anyone can insert to be fi(ed in a manner agreed by the meaningless clause to claim invalidcontract) or may be determined by :icolene Ltd v Simmonds the course of dealing bet5een the parties+ 063 7here the price is not determined as mentioned in subsection 0-3 above the buyer must pay a reasonable price+ 083 7hat is a reasonable price is a &uestion of fact dependent on the circumstances of each particular case+ There is a parallel provision in s+ -9 of the Supply of !oods and Services Act -.,6 5ith regard to the payment of a reasonable charge for a service+ 5efer to the #price agreed( and in fact there is no performance or any agreed price- Court will not imply by using statute as only imply when ctt is