Published: Wed, 07 Mar 2018
Nicolene Ltd v Simmonds  1 QB 543
Contract – Vagueness – Enforceability – Uncertainty
Nicolene Ltd ordered 3,000 tonnes of steel bars from Simmonds. The two parties had never done business before. The written agreement between the parties provided that the ‘usual conditions of acceptance’ applied. There were no ‘usual conditions of acceptance’. After Simmonds failed to perform delivery of the ordered steel bars, Nicolene sued for breach of contract. Simmonds argued that there was no agreement, because the contract was vague and uncertain, because there were not any ‘usual conditions of acceptance’ on which the contract could be formed.
Did the inclusion of the phrase that the contract was to be on the ‘usual conditions of acceptance’ render the contract unenforceable? Whether or not the agreement was void because its terms were too uncertain to be capable of being upheld by a court.
The contract did not fail for uncertainty or vagueness. The phrase ‘usual conditions of acceptance’ was a meaningless phrase because there were no usual conditions of acceptance but could be severed from the rest of the agreement. The essential terms of the agreement itself were identifiable and could be upheld by the court. In situations like this the courts should try and give effect to the parties’ intentions and the terms of the agreement are to be upheld if they can be found and given effect to. For a contract to fail for uncertainty the meaningless or vague phrase must relate to a significant aspect of the agreement itself, without which there could not be a proper agreement that could be upheld by the courts.
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