Jersey Judgment

Harcourt Devs. v States Dev. Co. [2014] 1 JLR 472 (09 April 2014)

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Professional case brief

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Source document

01

Holding and result

The court held that while an agreement to agree in good faith is generally too uncertain to be enforceable, where there is agreement as to essential terms and a commitment to negotiate in good faith, with a provision that repudiation of core terms would be a breach, such an agreement may be sufficiently certain to have contractual effect. Therefore, the claim for inducing breach of such an agreement should not be struck out as disclosing no reasonable cause of action, particularly as this may be a developing area of law.

Court disposition

application to strike out claim dismissed

Orders

  • claim not struck out

02

Material facts

Parties

Harcourt Developers

Claimant

States Development Company

Defendant

03

Procedural history

  1. Posture

    Civil / Application to Strike Out Claim

04

Questions and positions

Legal issues

Party arguments

Applicant
The agreement to agree terms in good faith is too uncertain to be enforceable and therefore the claim for inducing breach should be struck out.
Respondent
The agreement as to essential terms and commitment to negotiate in good faith may be sufficiently certain to have contractual effect, and the claim should not be struck out.

05

Court’s reasoning

  1. 01

    general contract law principles

    An agreement to agree terms 'in good faith' is generally insufficiently certain to be enforceable as a contractual obligation.

  2. 02

    court's reasoning in this case

    An agreement as to essential terms, with a commitment to negotiate a full agreement in good faith and a provision that repudiation of core terms would be a breach, may be sufficiently certain to have contractual effect.

06

Ratio, limits and disposition

Ratio decidendi

The court held that while an agreement to agree in good faith is generally too uncertain to be enforceable, where there is agreement as to essential terms and a commitment to negotiate in good faith, with a provision that repudiation of core terms would be a breach, such an agreement may be sufficiently certain to have contractual effect. Therefore, the claim for inducing breach of such an agreement should not be struck out as disclosing no reasonable cause of action, particularly as this may be a developing area of law.

Obiter and limits

  • The field of law regarding agreements to negotiate in good faith may be developing.

Court disposition

application to strike out claim dismissed

  • claim not struck out

Source and reliance status

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Judgment text

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Source document

Court record

Judgment

[2014] 1 JLR 472

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BAILII >> Databases >> Jersey Law Reports >> Harcourt Devs. v States Dev. Co. [2014] 1 JLR 472 (09 April 2014) URL: https://www.bailii.org/je/cases/JLR/2014/JLR141472.html Cite as: [2014] 1 JLR 472 [ New search ] [ Help ] Harcourt Devs. v States Dev. Co. 2014 (1) JLR 472 (09 April 2014) Contract-certainty-terms subject to negotiation-agreement to agree terms "in good faith" insufficiently certain to be enforceable contractual obligation-agreement as to essential terms of development, commitment to negotiate full agreement in good faith and agreement that would be breach of contract to repudiate core terms arguably sufficiently certain to have contractual effect-claim for inducing breach of such agreement not struck out as disclosing no reasonable cause of action (particularly as may be developing field of law) The document you wish to view is available to registered users or can be purchased as a PDF. To purchase this document in PDF format or alternatively to Register to purchase membership go to the Jersey Law website via this link: 2014 (1) JLR 472 BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII URL: https://www.bailii.org/je/cases/JLR/2014/JLR141472.html

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