Northern Foods Ltd v Focal Foods Ltd [2001] EWCA Civ 1262 (23 July 2001)

Northern Foods Ltd v Focal Foods Ltd [2001] EWCA Civ 1262 (23 July 2001)

The June 1997 letter, objectively construed in its commercial context, constituted an offer for a three-year contract for the supply of specified percentages of onions at fixed prices, which was accepted by Focal by conduct, creating an enforceable contract; the absence of precise tonnage figures did not render the contract void for uncertainty.

Citation
[2001] EWCA Civ 1262
Parties
Claimant/appellant: Northern Foods Limited; Defendant/respondent: Focal Foods Limited
Jurisdiction
England and Wales
Judgment Date
23 July 2001
Procedural Posture
Civil Appeal / Appeal From Trial Judgment on Preliminary Issues
Outcome
Appeal allowed
Legal Topics
Formation of Contract, Certainty of Terms, Repudiatory Breach, Framework Agreements, Rectification, Estoppel
Contract Law Commercial Law Formation of Contract Certainty of Terms Repudiatory Breach Framework Agreements Rectification Estoppel

Case Brief

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Parties

Northern Foods Limited

Claimant/appellant

Focal Foods Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From Trial Judgment on Preliminary Issues

Legal Issues

  1. 1 Whether a binding contract existed between the parties for the supply of onions over three years
  2. 2 Whether the contract terms were sufficiently certain to be enforceable
  3. 3 Whether either party was in repudiatory breach of contract

Ratio Decidendi

The June 1997 letter, objectively construed in its commercial context, constituted an offer for a three-year contract for the supply of specified percentages of onions at fixed prices, which was accepted by Focal by conduct, creating an enforceable contract; the absence of precise tonnage figures did not render the contract void for uncertainty.

Court Disposition

Appeal allowed

Orders

  • Appeal allowed with costs of appeal to appellant
  • Appellant to recover 80% of costs below