Miller Homes Ltd v Frame & Ors [2000] ScotCS 58 (7 March 2000)

Miller Homes Ltd v Frame & Ors [2000] ScotCS 58 (7 March 2000)

The missives, construed as a whole, evidenced a clear intention to create a binding and enforceable option contract. The mechanism for identifying the option consideration (a bungalow meeting specified criteria and acceptable to the defenders) was sufficiently certain, as the requirement of acceptability did not necessitate further agreement but conferred a right exercisable in good faith. The court should not destroy commercial bargains where the contractual intention is clear and the machinery for ascertainment of price is workable.

Citation
[2000] ScotCS 58
Parties
Pursuer: Miller Homes Limited; Defender: William Meiklem Frame and Others
Jurisdiction
Scotland
Judgment Date
07 March 2000
Procedural Posture
Commercial Contract Dispute / Debate on Relevancy (motion for Dismissal)
Outcome
Defenders' motion for dismissal refused
Legal Topics
Certainty of Contract Terms, Option to Purchase, Mechanism for Price Determination, Specific Implement, Commercial Agreements
Contract Law Property Law Certainty of Contract Terms Option to Purchase Mechanism for Price Determination Specific Implement Commercial Agreements

Case Brief

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Parties

Miller Homes Limited

Pursuer

William Meiklem Frame and Others

Defender

Procedural Posture

Commercial Contract Dispute / Debate on Relevancy (motion for Dismissal)

Legal Issues

  1. 1 Whether the missives created a binding and enforceable option contract to purchase land
  2. 2 Whether the mechanism for determining the option consideration (provision of a bungalow) was sufficiently certain to constitute a concluded contract

Ratio Decidendi

The missives, construed as a whole, evidenced a clear intention to create a binding and enforceable option contract. The mechanism for identifying the option consideration (a bungalow meeting specified criteria and acceptable to the defenders) was sufficiently certain, as the requirement of acceptability did not necessitate further agreement but conferred a right exercisable in good faith. The court should not destroy commercial bargains where the contractual intention is clear and the machinery for ascertainment of price is workable.

Court Disposition

Defenders' motion for dismissal refused

Orders

  • Proof before answer allowed on parties' averments
  • Case to be put out By Order to discuss preparations for proof