Harcourt Devs. v States Dev. Co. [2014] 1 JLR 472 (09 April 2014)
- Citation
- [2014] 1 JLR 472
- Status
- Judgment
- Jurisdiction
- Jersey
- Posture
- Civil / Application to Strike Out Claim
More details
- Posture
- Civil / Application to Strike Out Claim
On this page
Professional case brief
Research organized from the available case record
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
ClaimantStates Development Company
Defendant03
Procedural history
Posture
Civil / Application to Strike Out Claim
04
Questions and positions
Legal issues
- 01
Whether an agreement to negotiate in good faith is sufficiently certain to be enforceable
- 02
Whether a claim for inducing breach of such an agreement discloses a reasonable cause of action
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
Legal principles
- 01
general contract law principles
An agreement to agree terms 'in good faith' is generally insufficiently certain to be enforceable as a contractual obligation.
- 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
Official court record
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
Court record
Judgment
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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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