The Case Of Walford V Miles Essay

1797 Words Oct 31st, 2015 null Page
The leading judgment offered by Lord Ackner considering the specific terms of the agreement in the case of Walford v Miles, noted that it contains the essential characteristics of a basic valid lock-out agreement, save one’; that it did not specify how long it was to last. As a result of the absence of length of the lock-out term, the agreement therefore amounted to an agreement to agree which according to Lord Buckmaster in the House of Lords (HL) judgment in May & Butcher v R stated that; since details ‘vital to the arrangement..(had) not yet been determined…the principle that you cannot agree to agree remains entirely unchanged’. This paper will address the traditional and strict approach as underscored by Lord Buckmaster and later, Lord Ackner and other instances where the implied terms of good faith have been given due regard.
Case outline –
Walford v Miles - In 1986, the Respondents received a £1.9M offer from a third party for their photo processing business. On the 12th March 1987, the Appellant and Respondents entered into negotiations for the sale of the same business for £2M with the Respondents providing a warranty that the trading profits for the following 12 mth period would not be less than £300k. On March 17th 1987, via a telephone conversation, the Respondents agreed that if the Appellants provided a comfort letter from the bank as a means of ‘proof of funds’ that it wound bind the Respondents to the terms that they would ‘terminate negotiations with any…

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