Cases - Hillas and Co Ltd v Arcos Ltd
Record details
- Name
- Hillas and Co Ltd v Arcos Ltd
- Date
- [1932]
- Citation
- 147 LT 503 HL
- Legislation
- Keywords
- Contract – offer and acceptance – lack of detail – certainty – whether void for uncertainty
- Summary
-
This case demonstrates how far the courts will go in finding that the parties have entered into a binding contract. In this case, the plaintiffs had agreed to buy from the defendants '22,000 standards of softwood goods of fair specification over the season 1930'. The price was agreed at 5% below the official price.
Despite the obvious lack of detail, the House of Lords was not prepared to find that this rendered the agreement void for uncertainty.
Lord Wright said of this agreement:
'...it is clear that the parties both intended to make a contract and thought they had done so. Businessmen often record the most important agreements in crude and summary fashion; modes of expression sufficient and clear to them in the course of their business may appear to those unfamiliar with the business far from complete or precise. It is accordingly the duty of the court to construe such documents clearly and broadly, without being too astute or subtle in finding defects; but, on the contrary, the court should seek to apply the old maxim of English law, verba ita sunt intelligenda ut res magis valeat quam pereat [Where a clause is ambiguous a construction which will make it valid is to be preferred to one which will make it void]. That maxim, however, does not mean that the court is to make a contract for the parties, or to go outside the words they have used, except insofar as there are appropriate implications of law, as for instance, the implication of what is just and reasonable to be ascertained by the court as a matter of machinery where the contractual intention is clear but the contract is silent on some details.'