Intention to Create Legal Relations
objective approach
presumption
rebutabal
level of formality important
religious agreements
important to have intended to create legal relations
Furmston argues its relevence
intention viewed objectively - reasonable bystander
Emo Oil look at language used in light of surrounding circumstances and object -
Analog Devices interpretation based on what document would convey to reasonable person with background knowledge available to parties at the time
Redfern - tesst objective
European Computer Driving Licence Foundaiton give words their natural and ordinary meaning
Investors Compensation Scheme v West Bromwich - matrix of fact (background) exclude prior negotiations - meaning of words considered in context
commercial and literal approach
Rainy Sky if more then one meaning
O'Rourke v Considine court favour commercially sensible construction in determining the meaning ofthe language
King v Ulster Bank - starting point actual text, task to understand intention - take into account background (factual matrix) earlier negotiations irrelevent - what reasonable person understands - if more then one meaning - look at what makes commercial sense - if ambiguous - construe against party responsible for drafting contract
family agreements
Jones v Padvatton can be rebuted by evidence that transaction formally made and recorded
presumption that transactions between family members not intended to be formally made and recorded
husband and wives
Balfour v Balfour married living apart, wife could not travel due to health, promised monthly allowance -no intention to creat legal relations (often arrangments made accompaneid by consideration)
exceptions can exist
Meritt v Meritt husband and wife - lived apart and husband co-habiting with someone else - intention to create legal relationships
parents and children, siblings
Jones v Padvaton mother promised daughter allowance if left Washington to study the bar, after 3 years not completed the bar and daughter evicted - no intention to create legal relations (very close )
Haggar - being looked after by mother and brother after RTA - recorded in writing - every intention to create legal relations
Coleman v Mullin befriend person after husbands death, daily chores - no entitlement to money as no intention to create legal relations - don't want voluntary help leading to compensation
commercial agreements
parties presumed to create legal relations - negotiate at arms lenght
Simpkins v Pays newspaper ran competition, granddaughter, granny and lodge entered together - syndicate present
O'Rourke v Talbot heavy onus trying to say legal relations not intended
exceptions
mere puffery
Lexmead v Lewis device called fool proof and absolutely no maintenance - language not contractual just puffery
express exclusions of enforceability
advertising language often exagerated
Rose & Frank v Crompton honourable pledge clause - no intention of creating legal relations
pharase subject to contract
Bieber v Teachers invesmtent in film and TV, emails between parties soclitiors,- binding settlement reached without indeminity clause
collective agreements
agreement included in indivdiual contracts after negotiations
said to be binding on all parties - - Ford (english case) presumption not contract
Goulding Chemcial v Bolger collective agreement binding on majority who had accepted it but not on minority who had opposed it
Kenny v An Post practice developed over time by supervisor - not in writing - employer not bound by superivosr
Irish Pharmaceutical Union v Health - dominant view - collective bargaining not intended to create legal relations
imprecise or incomplete contracts
Tolan v Connacht Gold agreement still lacked important details - never intended to create legal relations
letter of comfort
assurance provided by parent company if something happens to related body
not usually a contract - used to pressur parent company (adverse publicty and reputational damage
Kleinwort Benson v Malaysia Mining Corp comfort letter - had refused to give a guarantee - no intention to create legal relations
Banque Brussels Lambert - defendant owned 45% of issued capital, letter of comfort - court criticised kleinwort - commercial agreements should be given commercial affect and not just treated as honourable agreement
some certainty required Baird Textile Holdings v Marks and Spencers - no agreement on prices or quanitites indicated did not intend to create legal relations