In a contractual dispute, the court will ask whether the parties wished to be bound by a future agreement. To determine your intent, the court analyzes the precise wording of a contract. Therefore, you should design your future agreement in such a way that it accepts so that you intend to meet the conditions. Morris concerned a contract of sale (the “SPA”) for shares in a company. First, the applicant received approximately £16 million. The SPA also provided for deferred consideration by an earn-out provision in respect of the applicant`s advisory services. The SPA explained that the applicant “has the possibility” to provide its advisory services for a period of four years from the completion of the SPA and “another period that can reasonably be agreed” between the parties. The claimant provided his services for four years and received approximately £4 million in earn-out consideration, calculated according to a formula agreed at the SPA. In addition, the claimant requested an “appropriate extension” for the provision of his services, which the defendant refused. (ii) Potentially enforceable obligations/rights resulting from the parties` agreement on contractual terms (certain elements to be clarified in the future on the basis of objective criteria or a specific mechanism that can be assessed by the courts in accordance with the parties` agreement) The applicant initiated proceedings in April 2014. It argued that the defendant had rejected and abandoned the option agreement and that it had the right to terminate and terminate that agreement. It claimed damages for the loss of profits.

The defendant argued that the option agreement was not concluded because of the uncertainty of its conditions. Parties should endeavour to obtain certainty about conditions during the design phase. However, if flexibility is required or a significant contractual clause cannot be agreed upon at the time of conclusion of the contract, the parties should consider the following: the renegotiation clause states: “. in the event of a substantial physical or financial change in the circumstances affecting the operation of [the Tata steel mill] or the operation of the [port] by ABP at or any time after 15 September 2007, either Party may inform the other Party that the terms of this licence will be renegotiated. The Parties shall endeavour without delay to agree on amended terms reflecting such change in circumstances and in the absence of an agreement within six months.