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. The applicant issued proceedings in April 2014. The defendant refused the option agreement and waived it, and she is entitled to that contract and has terminated that contract. She claimed damages for loss of earnings. The defendant argued that the option agreement was not in effect because of the uncertainty of its terms. It relied on its argument as “agreed upon by mutual agreement” and argued that the contract had not been concluded because delivery dates, an essential issue, had not been agreed between the parties and should instead be agreed in the future. In other words, the option agreement was an unenforceable “agree agreement.” It also submitted that it was not renouncing or renouncing the option agreement. The Commercial Court followed the applicant`s argument that the parties wanted to enter into a binding contract and therefore had to attempt to implement the option agreement.
In particular, he indicated that the option agreement was part of a “set of contracts” and that the defendant granted him the options, including the applicant`s subsidiaries that entered into the shipbuilding contracts. In a contractual dispute, the court will ask whether the parties wished to be bound by a future agreement. In order to determine your intention, the Tribunal analyzes the specific text of a contract. Therefore, you should develop your future agreement in order to agree in a way that shows your intention to meet the terms and conditions. In Teekay Tankers v STX Offshore – Shipbuilding [2017] EWHC 253 (Comm), the High Court considered the cancellation of an option agreement on the construction of tankers for reasons of uncertainty. Therefore, instead of negotiating their proposal for a secondary agreement in the main phase of the contract, the parties readily agree that some or all of the contractual terms of the agreement will be defined in the future. A contract for negotiating contractual terms is not a “agreement of agreement” in appearance or content. If, despite their bonafide efforts, the parties fail to reach a final agreement on the terms that the negotiating agreement considers to be fulfilled and if the parties are released from their obligations.