Certainty of Terms
An agreement which is incomplete or vague lacks certainty and is not enforceable, and the law of restitution provides a remedy in the form of payment on quantum meruit.
As a minimum, a valid contract typically includes an indication of the parties, a description of the goods or work, time for performance and a price (though where the parties are silent as to price, a “reasonable sum” must be paid by operation of s8(2) Sale of Goods Act 1979 and s15(1) Supply of Goods and Services Act 1982).
Agreements to agree are not valid contracts (May & Butcher), though the courts may look to uphold the agreement where it can find cer- tainty (Hillas v Arcos). The court will also more readily resolve uncertainty where the parties have partly or fully performed the agree- ment (Foley v Classique Coaches) – though it will depend on the facts of each case (BSC v Cleveland Bridge).
