certainty
n. (in contract law) If a contract is incomplete or too vague it cannot be enforced. Courts cannot write the contract for the parties but can only give effect to a valid agreement (G Scammell and Nephew Ltd v HC & JG Ouston [1941] 1 AC 25). This does not mean that every detail of the contract needs to be clear. When possible, courts will try to uphold the intentions of the parties through a reasonable construction of the contract, through custom or usage, or by referring to external standards (e.g. using current market value to determine price if this has been omitted). If a phrase in the contract is meaningless and it can be omitted from the contract without affecting the contract, the courts will ignore it (Nicolene v Simmonds [1953] 1 Lloyd’s Rep. 189). The contract will not be regarded as incomplete if it provides a machinery for resolving an uncertain aspect. |