Contract law: Certainty of terms

Under the laws of England and Wales a contract can be formed by conduct and or by written agreement. The general elements of a contract are as follows:

  • offer
  • acceptance
  • consideration
  • intentional to create legal relations and
  • certainty of terms.

This article will briefly focus on certainty of terms.

Certainty of terms

As a general rule an agreement cannot be enforced if it lacks certainty. Firstly, where the terms do not make any sense at all, secondly, where the terms are so vague that there are a number of meanings available: (Brown v. Gould [1972]).

A certainty of terms argument, if successful, will mean that the agreement is not enforceable.

However, there are a number of cases which show that the courts will not hold a term void for uncertainty if the ambiguity can be worked out.

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