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Deal or no deal?

26 September 2013

What is the situation if most but not all of the terms of an agreement are reached? Do you have a contract or not?

In the case of Proton Energy Group SA v Orlen Lietuva, HHJ Mackie looked at the situation where the parties entered into an email exchange in June 2012 for the sale of crude oil. The correspondence ended with a message saying “confirmed”. A draft contract was produced with emails passing to and fro.

The judge held that this was a classic spot deal where given how quickly the parties had to deal with the matter, that it was permissible for the parties to agree the main terms and for other matters to be held over and agreed off at a later date.

He held that the parties had agreed all the terms that were essential for the contract and that therefore it was binding contract. As a result the claimant could bring a claim for breach of contract.

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