The Tribunal noted the distinction between an agreement that uses the best efforts to achieve a given outcome and an agreement to leverage the best efforts to reach agreement on an essential clause of a contract. He found that the option agreement fell into the latter category. He also briefly referred to the nature of an “essential issue.” In the case of the MRI business, a matching plan had been agreed between the parties; the Court of Appeal upheld an unspoken clause that the shipping plan was appropriate. The Commercial Court considered that a shipping plan was a “routine matter” and that shipping plans had been agreed in the MRI trade in each of the previous two years (i.e., easy to evaluate). Furthermore, in this case, delivery dates are essential and are not easy to assess, as no criteria have been defined and there are many relevant considerations for agreeing to a delivery date. 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. A pre-emption contract is almost the opposite of an option agreement. In this case, it is up to the seller to decide whether he really wants to sell the land or not. If this is access, the seller must first offer to sell the land to the buyer during the duration of the pre-purchase contract. 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 applicant does not dispute that delivery dates are an essential issue. However, the parties could not have foreseen that the option agreement was non-binding and they also contained an effective mechanism for determining delivery dates, without the need for an agreement in the future. The applicant argued that the latter point was based on two other implied terms. Its main case was the delivery date was the earliest date that the defendant with his best efforts in 2016 (option 1) or 2017 (options two and three) and failing that, the earliest date they could offer with his best efforts.