What Is Agreement To Agree
It is a general rule of contract law in Ontario that a contract be entered into when two parties have a «meeting of minds» – that is, they have at the same time accepted a contract that involves the reciprocal exchange of something valuable (so-called «consideration»). A contract does not have to be written to be enforceable (with the exception of certain contracts, such as the . B of a contract that provides land), but the execution of unwritten contracts may be more difficult if the parties disagree on the terms of the contract. however, the original contract is incomplete because essential elements governing the contractual relationship have not been settled or agreed upon; or the contract is too general or uncertain to be valid in itself and depends on the conclusion of a formal contract; or the understanding or intent of the parties, even if there is no uncertainty as to the terms of their agreement, that their legal obligations are deferred until a formal contract has been approved and executed, the initial or provisional agreement cannot constitute an enforceable contract. In other words, in such circumstances, the «clearance contract» is not a contract at all. The execution of the proposed form document is not only conceived as a solemn protocol or a monument to an already comprehensive and binding contract, but it is essential to the drafting of the contract itself. (Bawitko Investments Ltd. v. Kernels Popcorn Ltd., 1991 CanLII 2734 page 12-13.) 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. The court then turned to the question of implied conditions. It considered the governing authorities to be on unspoken terms, including Marks and Spencer, in which the Supreme Court confirmed that a tacit clause (for a reasonable reader at the time of the contract) should be so obvious that it is obvious or necessary for commercial effect.