Source: All England Reporter
Publisher Citation: [2005] All ER (D) 20 (Aug)
Neutral Citation: [2005] EWHC 1787 (Comm)
Court: Queen's Bench Division (Commercial Court)

Cooke J

Representation The claimant appeared in person.
  Lord Grabiner QC, Daniel Toledano and Anna Boase (instructed by SJ Berwin LLP) for the first, second, third, fourth and sixth defendants.
Judgment Dates: 3 August 2005


Contract - Enforceability - Certainty of terms - Memorandum of agreement - Joint venture to acquire voting shares in company - Whether parties intending to enter into contractual relations.

The Case

For a contract to come into existence there had to be agreement on essentials with sufficient certainty to be enforceable and an intention to create legal relations, both of which requirements had to be judged objectively. An intention to create legal relations was normally presumed in the case of an express or apparent agreement which satisfied the certainty of terms requirement but there might be occasions when a sufficiently certain agreement was reached where, either by express agreement or implication, for example in some family situations, there was no intention to create legal relations. In the instant case, it was plain, having regard to, inter alia, the language of the document, that the memorandum at issue had been intended to be a binding and enforceable agreement between the parties and there was no difficulty in construing its terms.

Practice Areas

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