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
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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 third party or consideration of any alternative with a view to concluding agreements and that if the Respondents received another satisfactory offer from a third-party, they ‘would not deal with that third party and nor would [they] give further consideration to any alternative’. On the 25th March 1987, the Respondents confirmed the terms of the comfort letter ‘subject to contract’ (making comfort letter conditions contingent on contract –which was not drafted yet). On the 30th March 1987, the Respondents withdrew from negotiations and decided to sell the property to a third …show more content…
Not only do I vehemently disagree with the assertion, but think it is it is an inherently unworkable approach to negotiations, in an economic framework which depends on the highest possible volume of successfully executed commercial arrangements. In this respect I am for more willing to side with Lord Bingham’s position on the importance of the duty of good faith and fair dealing to support and intervene when the certainty of terms is lacking. Furthermore, on the crucial ratio of the case in question, I fundamentally disagree with Lord Ackners contention that in the course of the dealings, that the steps taken by the Walfords’ were not sufficient to impose ‘upon the miles a duty to negotiate in good faith’. This is an issue of interpretation and one which highlights the gulf between the traditional and purposive modes of interpretation and how they can lead to opposite findings by the English
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 third party or consideration of any alternative with a view to concluding agreements and that if the Respondents received another satisfactory offer from a third-party, they ‘would not deal with that third party and nor would [they] give further consideration to any alternative’. On the 25th March 1987, the Respondents confirmed the terms of the comfort letter ‘subject to contract’ (making comfort letter conditions contingent on contract –which was not drafted yet). On the 30th March 1987, the Respondents withdrew from negotiations and decided to sell the property to a third …show more content…
Not only do I vehemently disagree with the assertion, but think it is it is an inherently unworkable approach to negotiations, in an economic framework which depends on the highest possible volume of successfully executed commercial arrangements. In this respect I am for more willing to side with Lord Bingham’s position on the importance of the duty of good faith and fair dealing to support and intervene when the certainty of terms is lacking. Furthermore, on the crucial ratio of the case in question, I fundamentally disagree with Lord Ackners contention that in the course of the dealings, that the steps taken by the Walfords’ were not sufficient to impose ‘upon the miles a duty to negotiate in good faith’. This is an issue of interpretation and one which highlights the gulf between the traditional and purposive modes of interpretation and how they can lead to opposite findings by the English