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Incomplete Contract Depend on court whether want to uphold the contract as valid 1.

Previous dealing Previous dealings before based on same ctt, but later ctt claimed to be uncertain- enforceable- it is clear that the parties both intended to make a contract and thought they had done so. usiness men often record the most important agreements in crude and summary fashion- Hillas & Co Ltd v Aros Ltds Contrast with Scammell v Ouston !only "refer to # and P term$ % in Hillas, contractual performance present and there were terms available to the court which could be implied Bridge and Engineering Co Ltd &. Court's (achinery for resolving uncertainty )greement of land refer to "valuer'- court should attempt to take the place of that machinerySudbrook Trading Estate Ltd v Eggleton Contrast% *ot attempt to make appointment using the machinery clause in ctt and intergral issue+on ob,ective criteria involved%open market price for share- involved . Court will not place a machinery- Gillatt v Sky Television Ltd Contrast% price and /uantity uncertain for 01 years- court will not place machinery, on ob,ective criteria, parties purpose not enforced in law- Baird v arks and S!encer !lc Contrast% 2ne party refuse the machinery agreed and claimed it is not essential- court will not place machinery since party themselves agreed on the machinery they termed it- "n#initeland Ltd r Artisan Contracting Ltd 0 years of transaction based on the "at a price agreed' and presence of clause refer the "sub,ect matter' to arbitratorcourt's machinery applied by implied term reasonable price refer to arbitrator and performance has started for 0 years- $oley v Classi%ue Coac&es Ltd Contrast% refer to "price agreed' and contain clause "disputes with reference to or arising out of this agreement' but in fact there is no agreed price as no performance before- Court will not place machinery as there is no agreement in the first place as no agreed price so cannot refer the "dispute from agreement' to arbitrator- ay & Butc&er Ltd v ' +contrast to 3oley, it stated "refer the subject matter of the agreement' but not merely "agreement' 0. 4elevance of the performance "whole picture view' )lready perform all or part of apparent agreement- certain n enforceable- transaction is e5ecuted makes it easier to imply a term resolving any uncertainty- Trent&am Ltd v Arc&ital Lu(#er Ltd where a contract had come into e5istence not as a result of offer and acceptance but during and as a result of performance) it would be possible to hold that such contract impliedly and retrospectively covered pre-contractual performance- 'TS $le(ible Systems Ltd v olkerei Alois uller GmbH Contrast% 6tart the work without precise details +matters such as specification, price, delivery and liability had yet to be resolved- which confidently e5pected agreement will be reached- cannot enforced- Britis& Steel Cor!oration v Cleveland

Contrast with ritish case% Performed an une5ecuted contract which should be e5ecuted earlier with essential term agreed and substantial work had done and agreement subse/uent varied in important aspect- certain enough as although variation of important aspect subse/uently but during that time, parties still uphold there is contract, only after very late month when disputes arise, only claim there is no ctt- 'TS $le(ible Systems Ltd v olkerei Alois uller GmbH


y 6tatutory provision 8. (eaningless phrase Party add meaningless phrase in ctt and claim there is uncertainty- Certain as meaningless clause can be ignore and leave the contract good, if meaningless clause turn contract invalid then anyone can insert meaningless clause to claim invalid- 9icolene Ltd v Simmonds

"n some cases t&e ga!s in an incom!lete agreement may be #illed by t&e court resorting to relevant legislative !rovisions* $or e(am!le) s*+ o# t&e Sate o# Goods Act ,-./&eaded Ascertainment or 0rice12 !rovides3 T&e !rice in a contract o# sale may be #i(ed by t&e contract) or may be le#t to be #i(ed in a manner agreed by t&e contract) or may be determined by t&e course o# dealing bet4een t&e !arties* /52 6&ere t&e !rice is not determined as mentioned in subsection /,2 above t&e buyer must !ay a reasonable !rice* /72 6&at is a reasonable !rice is a %uestion o# #act de!endent on t&e circumstances o# eac& !articular case* T&ere is a !arallel !rovision in s* ,8 o# t&e Su!!ly o# Goods and Services Act ,-+5 4it& regard to t&e !ayment o# a reasonable c&arge #or a service* 4efer to the "price agreed' and in fact there is no performance or any agreed price- Court will not imply by using statute as only imply when ctt is silence to the price but in fact there is no priced agreed- ay & Butc&er Ltd v '