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Wellington City Council v Body Corp
- Council entered 'process contract' with BC
- obliged council to act in 'good faith'
- negotiations broke down, BC sued for breach
- ISSUE: is an agreement to negotiate in 'good faith' enforcable?
- HELD: No
- good faith = no justiciable
- "for there to be an enforceable contract parties must've agreed on essential terms or at least upon objectively determinable means that those terms could be reached"
Fletcher Challenge v ECNZ
- draft agreement for shared gas supply
- some terms had next to them 'not agreed' 'to be agreed'
- HELD:
Blanchard J: prereqs for formation =
(1) an intention to be immediately bound
(2) an agreement (express or implied) or the means of achieving an agreement (eg arbitration clause) on every term which is legally essential
- term is regarded as essential if a party maintains the position that there must be agreement on it
- uncertainty
- "not agreed" and "to be agreed"
- OBJECTIVE DETERMINABILITY:
- if it is a reasonable contemplation the court can determine the term
- If the parties show intention to be bound the Courts will take a robust approach to enforce the contract
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