Foley V Classique Coaches Ltd 1j71p

Foley v Classique Coaches Ltd (1934) Facts:

Foley owned a gas station. He sold a piece of land attached to the filing station to Classique Coaches to use for their business on the condition that they purchase all of their gas from Foley for as long as he can supply it. There was no indication of price in the contract, however there was a clause stating that any arguments should be settled by arbitration. After three years, a lawyer Classique Coaches claimed that because there was no stated price, the contract is not valid, at which point Classique Coaches began purchasing gas from other suppliers, and Foley sued for breach. Foley was successful at trial which Classique Coaches appealed.

Issue:

Does the fact that no price is quoted mean that the contract was void for uncertainty?

Decision:

Appeal dismissed

Reasons:

Scruttion states that there was a binding contract. He struggles to fit together the precedents of May & Butcher Ltd v R and Hillas & Co. Ltd v Arcos Ltd (1932). Holding that each of these cases was decided on the facts, he notes that the two parties acted for three years as if there was a contract, so Classique Coaches cannot simply decide not to adhere to it all of a sudden. Further, if there was an issue with the price it should have been settled by arbitration as was laid out in the contract – Classique breached the contract by going to other vendors.

Ratio:

An agreement to make an agreement does not constitute a contract The wrongful repudiation of a contract by one party relieves the other party from the performance of any conditions of the contract. Part performance will indicate that a contract is binding (reliance interest).

British Bank for Foreign Trade Ltd v Novimex Ltd COURT OF APPEAL BUCKNILL, COHEN AND SINGLETON LJJ 10, 13 DECEMBER 1948 Contract - Commission - Agreement to pay commission in return for introduction Amount to be agreed - Refusal to pay commission after introduction made - Whether agreement binding - Amount of commission - Application to all subsequent transactions. On 9 December 1946, the defendants wrote to the plaintiffs agreeing to pay the plaintiffs certain commission in respect of a consignment of oilskins with which it had been arranged, with the plaintiffs' assistance, that the P company, with whom the defendants had not at that time direct , should supply the defendants. The letter proceeded: "We also undertake to cover you with an agreed commission on any other business transacted with your friends [the P company]. In return for this you are to put us in direct touch with your friends." In due course, the plaintiffs put the defendants in direct with the P company. The defendants entered into further transactions with the P company, but refused to pay commission to the plaintiffs in respect thereof. Held - Although, if the arrangement had been wholly executory on both sides, there might have been no binding contract, the plaintiffs had executed their part of the transaction, and the defendants were, therefore, bound to pay, in default of agreement as to the amount, a reasonable sum as commission on all their subsequent business with the P company, whether or not such business was a direct consequence of the plaintiff's introduction. Appeal Appeal by the plaintiffs from a judgment of Denning J dated 12 May 1948, dismissing an action by them for commission on business transacted by the defendants with a company to which the plaintiffs had provided an introduction following the defendants' promise to pay in return for such introduction "an agreed commission" on any business transacted. The Court of Appeal allowed the appeal. The facts appear in the judgment of Cohen LJ.