Certainty and Completeness
If the terms of the contract are uncertain or incomplete, the parties cannot have reached an agreement in the eyes of the law. An agreement to agree does not constitute a contract, and an inability to agree on key issues, which may include such things as price or safety, may cause the entire contract to fail. However, a court will attempt to give effect to commercial contracts where possible, by construing a reasonable construction of the contract (Hillas and Co Ltd v Arcos Ltd).
Courts may also look to external standards, which are either mentioned explicitly in the contract or implied by common practice in a certain field. In addition, the court may also imply a term; if price is excluded, the court may imply a reasonable price, with the exception of land, and second-hand goods, which are unique.
If there are uncertain or incomplete clauses in the contract, and all options in resolving its true meaning have failed, it may be possible to sever and void just those affected clauses if the contract includes a severability clause. The test of whether a clause is severable is an objective test—whether a reasonable person would see the contract standing even without the clauses.
See also: Contra proferentem- Sale of Goods Act 1979 ss 8(2) 9
Read more about this topic: Agreement In English Law
Famous quotes containing the words certainty and, certainty and/or completeness:
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“That though we are certain of many things, yet that Certainty is no absolute Infallibility, there still remains the possibility of our being mistaken in all matters of humane Belief and Inquiry.”
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“Poetry presents indivisible wholes of human consciousness, modified and ordered by the stringent requirements of form. Prose, aiming at a definite and concrete goal, generally suppresses everything inessential to its purpose; poetry, existing only to exhibit itself as an aesthetic object, aims only at completeness and perfection of form.”
—Richard Harter Fogle, U.S. critic, educator. The Imagery of Keats and Shelley, ch. 1, University of North Carolina Press (1949)