Under these conditions, the original contract often contains a provision under which the parties indicate that they intend to enter into a new agreement in the future. Sometimes these provisions define detailed mechanisms for this purpose, whereas sometimes they can only be one or two sentences. This approach buys the parties time to build trust, develop the products or processes that are marketed on the line, and establish the reasons and commercial conditions for each subsequent engagement. The Commercial Court has reviewed the principles of the agreements to be concluded by the main appelal courts of Mamidoil-Jetoil Greek Petroleum and B J Aviation. One of the fundamental principles that flow from these decisions is that if, in the event of an actual construction of a contract, the parties have reconciled a critical issue in the future (such as the price in a contract for the sale of goods or the provision of services), it is likely that the contract will not be applicable due to uncertainties. Decisions are also taken in favour of the proposition that, if it is satisfied that the parties intend to implement their agreement, the Tribunal should endeavour to implement that intention through the construction or application of a clause. However, the implied clause cannot be inconsistent with the Tribunal`s conception of explicit contractual terms. The applicant initiated proceedings and argued that he was entitled to “an additional period of time during which additional remuneration under the GSA was payable.” The applicant pointed out that the wording used in the GSO (i.e. “having the opportunity”) was binding. The defendant argued that it was not required to grant an extension to the applicant, since the provision is a non-applicable agreement and an agreement must be reached. The defendant also argued that, although it was not required to react reasonably to the extension proposed by the applicant, it had in any case acted reasonably in rejecting it.
The parties are often under pressure to reach an agreement quickly and can therefore use a later agreement to “achieve the agreement”. Morris illustrates the risks associated with this approach and how saving time in development can lead to costly legal disputes that can be extremely troublesome for a company, especially if the party wants to rely on the concept in question. In the end, there can be a great deal of impact on the position that the parties have obtained with respect to the outstanding conditions: convincing the courts to impose a genuine agreement is probably less and less difficult than asking them to resolve an agreement to distinguish themselves. The case law has identified a number of key indicators to determine whether an agreement is an agreement that needs to be concluded and is not applicable. Morris is a useful reminder that when it comes to agreements, the courts distinguish between: for example, if your agreement requires you to negotiate “a good faith sales contract” in the future to ensure that the contract is secure, may be necessary: The commercial reality is that the parties may not be able to agree on certain provisions of a contract , but want, at least to settle those they can.