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Sudbrook Trading Estate Ltd v Eggleton and Others (1982) House of Lords
The lessee plaintiffs rented four industrial properties in Gloucester from the lessor defendants. All four lease agreements contained a provision akin to this one:
…that if the Lessees shall desire to purchase the reversion in fee simple in
the premises hereby demised and…shall give to the Lessor notice in writing
to that effect the Lessees shall be the purchasers of such reversion as from
the date of such notice at such price not being less than twelve thousand
pounds as may be agreed upon by two Valuers one to be nominated by
the Lessor and the other by the Lessees or in default of such agreement by
an Umpire appointed by the said Valuers…
The lessees duly gave notice of their desire to buy the reversions of three of
the leases, but the lessors refused to nominate a valuer and argued that the
agreement to do so was not binding.
Held the agreement was a binding contract (overruling an old line of
authority which had bound the Court of Appeal to find for the lessors).
The court would order an inquiry into a reasonable price, which the lessors
would have to accept. (I) Per Lord Diplock the option clause was a unilateral
contract which gave both parties obligations from the time that the lessees
gave the required written notice. One such obligation was to appoint a
valuer. (II) Per Lord Fraser ‘the clause should be construed as meaning that
the price was to be a fair price’. The machinery for setting the price was
incidental to this purpose and thus not essential to the contract (though it
would have been different for a contract which named a particular person
as valuer). If the chosen method breaks down the court can ‘substitute other
machinery to carry out the main purpose of ascertaining the price in order
that the agreement may be carried out’.
The lessee plaintiffs rented four industrial properties in Gloucester from the lessor defendants. All four lease agreements contained a provision akin to this one:
…that if the Lessees shall desire to purchase the reversion in fee simple in
the premises hereby demised and…shall give to the Lessor notice in writing
to that effect the Lessees shall be the purchasers of such reversion as from
the date of such notice at such price not being less than twelve thousand
pounds as may be agreed upon by two Valuers one to be nominated by
the Lessor and the other by the Lessees or in default of such agreement by
an Umpire appointed by the said Valuers…
The lessees duly gave notice of their desire to buy the reversions of three of
the leases, but the lessors refused to nominate a valuer and argued that the
agreement to do so was not binding.
Held the agreement was a binding contract (overruling an old line of
authority which had bound the Court of Appeal to find for the lessors).
The court would order an inquiry into a reasonable price, which the lessors
would have to accept. (I) Per Lord Diplock the option clause was a unilateral
contract which gave both parties obligations from the time that the lessees
gave the required written notice. One such obligation was to appoint a
valuer. (II) Per Lord Fraser ‘the clause should be construed as meaning that
the price was to be a fair price’. The machinery for setting the price was
incidental to this purpose and thus not essential to the contract (though it
would have been different for a contract which named a particular person
as valuer). If the chosen method breaks down the court can ‘substitute other
machinery to carry out the main purpose of ascertaining the price in order
that the agreement may be carried out’.
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Walford and others v Miles and others (1992) HL
The defendants sought to sell their photography processing enterprise and property. The parties concurred on the principal conditions of a sale to the plaintiffs, who committed to furnish a letter of comfort from their bankers confirming the availability of financing for the transaction, in exchange for the defendants' assurance not to engage in negotiations with other parties. The defendants were also accused of having pledged to persist in negotiations with the plaintiffs. The defendants rescinded the transaction to the plaintiffs and transferred the business to an other purchaser.
The court determined that the defendants had not violated any binding contract. An agreement stipulating that the parties shall negotiate (a 'lock in') is unenforceable, as it lacks the requisite certainty, according to Lord Ackner, similar to an agreement to agree. (II) A binding agreement may exist wherein one party refrains from negotiating with others (a 'lock out'). In this instance, the agreement lacked a specification of its duration, a critical feature, rendering it unenforceable due to uncertainty.
The defendants sought to sell their photography processing enterprise and property. The parties concurred on the principal conditions of a sale to the plaintiffs, who committed to furnish a letter of comfort from their bankers confirming the availability of financing for the transaction, in exchange for the defendants' assurance not to engage in negotiations with other parties. The defendants were also accused of having pledged to persist in negotiations with the plaintiffs. The defendants rescinded the transaction to the plaintiffs and transferred the business to an other purchaser.
The court determined that the defendants had not violated any binding contract. An agreement stipulating that the parties shall negotiate (a 'lock in') is unenforceable, as it lacks the requisite certainty, according to Lord Ackner, similar to an agreement to agree. (II) A binding agreement may exist wherein one party refrains from negotiating with others (a 'lock out'). In this instance, the agreement lacked a specification of its duration, a critical feature, rendering it unenforceable due to uncertainty.
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Legal Terms -Embezzlement
The fraudulent misappropriation of funds or property entrusted to an employee by their employer. Prior to 1969, embezzlement was designated as a distinct offense; it is now categorized as a type of theft.
The fraudulent misappropriation of funds or property entrusted to an employee by their employer. Prior to 1969, embezzlement was designated as a distinct offense; it is now categorized as a type of theft.
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Legal Terms - Emblements
plural noun, refer to cultivated crops that are typically harvested on a yearly basis. A tenant for life of settled land may continue to harvest crops he has sown if his interest in the land terminates for any cause other than his own actions. For instance, he may persist in harvesting his crops if his interest terminates with another person's death, but not if his interest was for life until remarriage and he then remarries. Upon his death, his personal representatives are allowed to harvest any crops he sowed before to his demise for the benefit of his estate.
plural noun, refer to cultivated crops that are typically harvested on a yearly basis. A tenant for life of settled land may continue to harvest crops he has sown if his interest in the land terminates for any cause other than his own actions. For instance, he may persist in harvesting his crops if his interest terminates with another person's death, but not if his interest was for life until remarriage and he then remarries. Upon his death, his personal representatives are allowed to harvest any crops he sowed before to his demise for the benefit of his estate.
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Legal Terms – Embracery
The historical common-law offense of corruptly attempting to sway a jury in favor of one party during a trial using promises, persuasion, entreaties, monetary inducements, entertainment, or similar means. By the mid-1970s, the offense was deemed obsolete, with the relevant conduct addressed through either *perverting the course of justice or *contempt of court (Criminal Justice and Public Order Act 1994 s 51). Embracery was eliminated as a distinct offense by the Bribery Act 2010.
The historical common-law offense of corruptly attempting to sway a jury in favor of one party during a trial using promises, persuasion, entreaties, monetary inducements, entertainment, or similar means. By the mid-1970s, the offense was deemed obsolete, with the relevant conduct addressed through either *perverting the course of justice or *contempt of court (Criminal Justice and Public Order Act 1994 s 51). Embracery was eliminated as a distinct offense by the Bribery Act 2010.
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Legal Term-embryo selection
The procedure for selecting embryos generated by IVF for implantation. Preimplantation genetic diagnosis (PGD) enables the selection of embryos that are free from, or unlikely to possess, specific disabilities, or the selection of embryos with desired traits. Preimplantation Genetic Diagnosis (PGD) necessitates a license from the Human Fertilization and Embryology Authority (HFEA), which will permit the technique solely in cases where there exists a substantial risk of a severe genetic disorder in the embryo. Licenses have been issued to permit the selection of an embryo that genetically matches an existing child afflicted with a genetic disorder. Tissue from a child created as a saviour sibling can be utilized to treat the older sibling. The Human Fertilisation and Embryology Authority (HFEA) permits sex selection of embryos for implantation solely to mitigate the risk of genetic disorders, prohibiting its use for societal purposes.
The procedure for selecting embryos generated by IVF for implantation. Preimplantation genetic diagnosis (PGD) enables the selection of embryos that are free from, or unlikely to possess, specific disabilities, or the selection of embryos with desired traits. Preimplantation Genetic Diagnosis (PGD) necessitates a license from the Human Fertilization and Embryology Authority (HFEA), which will permit the technique solely in cases where there exists a substantial risk of a severe genetic disorder in the embryo. Licenses have been issued to permit the selection of an embryo that genetically matches an existing child afflicted with a genetic disorder. Tissue from a child created as a saviour sibling can be utilized to treat the older sibling. The Human Fertilisation and Embryology Authority (HFEA) permits sex selection of embryos for implantation solely to mitigate the risk of genetic disorders, prohibiting its use for societal purposes.
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Legal Terms – Embargo
The confinement of vessels in harbor; a kind of retribution. Vessels belonging to a delinquent state may be barred from departing the ports of an aggrieved state to compel the delinquent state to provide restitution for the harm inflicted. An apt example of this occurred in 1839 when Great Britain seized Sicilian warships and imposed an embargo due to the two Sicilies granting a sulphur monopoly in contravention of a commercial treaty. A retribution would now potentially constitute a violation of Article 2(1) of the United Nations Charter. Refer to angary as well.
The confinement of vessels in harbor; a kind of retribution. Vessels belonging to a delinquent state may be barred from departing the ports of an aggrieved state to compel the delinquent state to provide restitution for the harm inflicted. An apt example of this occurred in 1839 when Great Britain seized Sicilian warships and imposed an embargo due to the two Sicilies granting a sulphur monopoly in contravention of a commercial treaty. A retribution would now potentially constitute a violation of Article 2(1) of the United Nations Charter. Refer to angary as well.
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Legal Terms – Embassy
According to the Vienna Convention on Diplomatic Relations 1961, the role or status of an ambassador. The phrase also denotes the structure where diplomatic functions are conducted, formally referred to as the "premises."
According to the Vienna Convention on Diplomatic Relations 1961, the role or status of an ambassador. The phrase also denotes the structure where diplomatic functions are conducted, formally referred to as the "premises."
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Nicolene Ltd v Simmonds (1953) Court of Appeal
The plaintiffs proposed to purchase 3,000 tons of steel reinforcing bars from the defendant. The pricing and dimensions of the bars were established. The defendant's letter of acceptance stated: "As you have directed the order to me, I cannot confirm using my standard printed form, which includes the typical force majeure and war clauses; however, I presume we concur that the standard conditions of acceptance are applicable." The plaintiffs initiated legal action against the defendant for breach of contract due to the defendant's failure to fulfill delivery as stipulated in the agreement, while the defendant contended that no binding contract existed. A binding contract was determined to exist. The phrase 'the customary terms of acceptance apply' was devoid of significance but could be detached from the remainder of the contract and disregarded. The statements were devoid of significance as the defendant lacked a printed document or any customary stipulations. He was alluding to the structure and stipulations of a limited business with which he was affiliated. According to Denning LJ:
A clause which is meaningless can often be ignored, whilst still leaving
the contract good; whereas a clause which has yet to be agreed may mean
that there is no contract at all, because the parties have not agreed on all
the essential terms.
The plaintiffs proposed to purchase 3,000 tons of steel reinforcing bars from the defendant. The pricing and dimensions of the bars were established. The defendant's letter of acceptance stated: "As you have directed the order to me, I cannot confirm using my standard printed form, which includes the typical force majeure and war clauses; however, I presume we concur that the standard conditions of acceptance are applicable." The plaintiffs initiated legal action against the defendant for breach of contract due to the defendant's failure to fulfill delivery as stipulated in the agreement, while the defendant contended that no binding contract existed. A binding contract was determined to exist. The phrase 'the customary terms of acceptance apply' was devoid of significance but could be detached from the remainder of the contract and disregarded. The statements were devoid of significance as the defendant lacked a printed document or any customary stipulations. He was alluding to the structure and stipulations of a limited business with which he was affiliated. According to Denning LJ:
A clause which is meaningless can often be ignored, whilst still leaving
the contract good; whereas a clause which has yet to be agreed may mean
that there is no contract at all, because the parties have not agreed on all
the essential terms.
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Edwards v Skyways Ltd (1964) Queen's Bench
The plaintiff was engaged as a pilot by the defendant airline. The firm intended to render several pilots, including the complainant, redundant. The corporation engaged in negotiations with the British Air Line Pilots Association, which represented the plaintiff and others. During a meeting, it was agreed that each terminated pilot would be presented with:
“an ex gratia payment equivalent to the company’s contribution to [that
pilot’s] pension fund.”
The company stated that the agreement was for an amount 'about equal to' the contributions. The plaintiff asserted the payment, but the corporation rescinded the agreement, contending that it was not legally binding.
Held the agreement was enforceable. (I) (2.2.2) There was an intention to
create legal relations, (i) Per Megaw J:
…the subject matter of the agreement is business relations, not social or
domestic matters… In a case of this nature, the onus is on the party who
asserts that no legal effect is intended, and the onus is a heavy one.
ii) The term ex gratia in the agreement indicated that the corporation did not acknowledge any pre-existing legal obligation to render the payment, rather than implying that the arrangement itself lacked legal validity. (II) The agreement was sufficiently definite to be enforceable. According to Megaw J:
At most, ‘approximating to’, if that were the contractual term, would on
the evidence connote a rounding off of a few pounds downwards to a
round figure.
The plaintiff was engaged as a pilot by the defendant airline. The firm intended to render several pilots, including the complainant, redundant. The corporation engaged in negotiations with the British Air Line Pilots Association, which represented the plaintiff and others. During a meeting, it was agreed that each terminated pilot would be presented with:
“an ex gratia payment equivalent to the company’s contribution to [that
pilot’s] pension fund.”
The company stated that the agreement was for an amount 'about equal to' the contributions. The plaintiff asserted the payment, but the corporation rescinded the agreement, contending that it was not legally binding.
Held the agreement was enforceable. (I) (2.2.2) There was an intention to
create legal relations, (i) Per Megaw J:
…the subject matter of the agreement is business relations, not social or
domestic matters… In a case of this nature, the onus is on the party who
asserts that no legal effect is intended, and the onus is a heavy one.
ii) The term ex gratia in the agreement indicated that the corporation did not acknowledge any pre-existing legal obligation to render the payment, rather than implying that the arrangement itself lacked legal validity. (II) The agreement was sufficiently definite to be enforceable. According to Megaw J:
At most, ‘approximating to’, if that were the contractual term, would on
the evidence connote a rounding off of a few pounds downwards to a
round figure.
