In this case, Copeland entered into negotiations to purchase an ice cream plant on the condition that Baskin Robbins purchase the ice produced in the plant for three years, after which a new packaging contract and negotiated prices were set. An agreement was reached on the initial terms, while negotiations on packaging conditions were still ongoing until Baskin Robbins interrupted negotiations two months later because the agreement was no longer advantageous for their overall business strategy. Copeland then filed a complaint for breach of contract, but initially lost because a court ruled that the basic terms of the packaging contract had never been concluded. Morris confirmed the principle that general standards that prescribe how parties try to agree on conditions such as. B “best efforts” or “best efforts” do not make an agreement enforceable.12 This is an important explanation of the court`s current direction in this regard and is a timely reminder that each case will use its particular circumstances. 13 For a contract to be binding, its terms must be sufficiently clear for the Tribunal to give them practical meaning and, in particular, for the conditions to apply without further approval from the parties. Accordingly, the Commercial Court found that the parties, while considering that the option agreement was binding, were unenforceable because of the uncertainty, since the delivery dates had not been agreed and had been left for future agreement between the parties. The Tribunal also found that, had it failed to reach this conclusion, it would have concluded that the defendant`s conduct constituted a waiver of the contract and that it was liable to the applicant. An agreement that must be reached should not be confused with a negotiation agreement, because even if the former is not applicable, the latter can sometimes be.


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