Chapter 6

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Transcript Chapter 6

Chapter 6
Certainty
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General
• Hillas & Co v Arcos Ltd (1932)
• Mackey v Wilde (1998)
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Agreements to Agree
• Pagnan SpA v Feed Products Ltd (1987)
“unworkable or void for uncertainty”
• Walford v Miles (1992)
• Cadbury Ireland v Kerry Co-Op (1982)
• Coal Cliff Colleries v Sijehama Ltd (1991)
• Con Kellergis v Calshonie (1997)
• Triatic Limited v Cork County Council (2006)
• Bula Ltd v Tara Mines (1987)
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Agreements to Negotiate
• “We’ll sell you Kilbane, but we’ll have to
negotiate on the details.”
• But can such agreements to negotiate be
enforceable?
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• Walford v Miles – generally agreements to
agree are void for uncertainty
• See also Cadbury v Kerry Co-Op
Creameries [1982] ILRM 77 - A
commitment to enter honest negotiations –
at best which is not enforceable
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Other jurisdictions?
• Coal Cliff Colleries v Sijehama (1991) 24
NSWLR 1 (NSWCA)
– In principle, it can be enforceable
• Con Kellergis v Calshonie Ltd (Victoria)
(1997 Vic Lexis 175)
– Agreement to vary building K – said price
would be determined by good faith negotiation
– Court said was sufficiently determinate
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Practical Alternative
• Lock-out agreements
• I will buy Kilbane, and we will agree to
work out the details later, but we agree
that you will listen to no other offers for
him for a period of one month…
• Walford v Miles – acceptable in principle
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Triatic Limited v Cork County Council [2006] IEHC 111
• P was in negotiation for some time with the defendant in relation to
developing Fort Camden in Cork.
• P contended that the parties had a “lock out” agreement in place
and that, on the expiry of that lock-out agreement, the parties
agreed to continue good faith negotiations.
• Laffoy J agreed that a lock out agreement had been in place (and
thus accepted that such are acceptable in principle).
• She rejected an argument that it was to continue until agreement
was reached, holding that the parties had agreed that the time
period had been expressly set.
• She seemed to say, however, that if it had actually been shown that
an agreement to continue good faith negotiations had been reached,
it would likely be void for uncertainty.
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