1. Baird Textiles Holdings Ltd v. Marks & Spencer plc
[2001] EWCA Civ 274, [2001] 1 All ER (Comm) 737
Court of Appeal
• Facts:
• The claimant had been one of the principal suppliers for the defendant retailer
for 30 years.
• In Oct 1999, the defendant cancelled the arrangement from the end of that
season.
• The claimant sought damages on the basis that the arrangement could only be
terminated on reasonable notice of three years. This was in part based on an
allegation that there was an implied contractual obligation to that effect, there
being no express contract between the parties.
Holding:
The argument based on the implied contract failed because there was no intention to
create legal relations since the alleged contract was not sufficiently certain in its
terms.
In addition, it was clear that the reason why there was no express contract was the
deliberate decision by the defendants to maintain flexibility in the commercial
relationship.
Mance LJ-
• “A sufficiently certain agreement may be reached, but there may be either
expressly or impliedly no intention to create legal relations… If there is no
sufficient agreement on essentials, that is on any view fundamental, and it may
well also reflect an absence of intention to create legal relations.”
• “Objectively, the only sensible analysis of the present situation is in my
judgment that the parties had an extremely good long-term commercial
relationship, but not one which they ever sought to express, or which the court
would ever seek to express, in terms of long-term contractual obligations. The
upshot is that I agree with the judges conclusion that there was never here any
agreement on essentials.”
• “In addition, I consider that the fact that there was never any agreement to reach
or even to set out the essential principles which might govern any legally
binding long-term relationship indicates that neither party can objectively be
taken to have intended to make any legally binding commitment of a long-term
nature. Their conduct in this regard contrasts with their conduct in entering into
short-term commitments relation to each season….”
![Baird Textiles Holdings Ltd v. Marks & Spencer plc
[2001] EWCA Civ 274, [2001] 1 All ER (Comm) 737
Court of Appeal
• Facts:
• The claimant had been one of the principal suppliers for the defendant retailer
for 30 years.
• In Oct 1999, the defendant cancelled the arrangement from the end of that
season.
• The claimant sought damages on the basis that the arrangement could only be
terminated on reasonable notice of three years. This was in part based on an
allegation that there was an implied contractual obligation to that effect, there
being no express contract between the parties.
Holding:
The argument based on the implied contract failed because there was no intention to
create legal relations since the alleged contract was not sufficiently certain in its
terms.
In addition, it was clear that the reason why there was no express contract was the
deliberate decision by the defendants to maintain flexibility in the commercial
relationship.
Mance LJ-
• “A sufficiently certain agreement may be reached, but there may be either
expressly or impliedly no intention to create legal relations… If there is no
sufficient agreement on essentials, that is on any view fundamental, and it may
well also reflect an absence of intention to create legal relations.”
• “Objectively, the only sensible analysis of the present situation is in my
judgment that the parties had an extremely good long-term commercial
relationship, but not one which they ever sought to express, or which the court
would ever seek to express, in terms of long-term contractual obligations. The
upshot is that I agree with the judges conclusion that there was never here any
agreement on essentials.”
• “In addition, I consider that the fact that there was never any agreement to reach
or even to set out the essential principles which might govern any legally
binding long-term relationship indicates that neither party can objectively be
taken to have intended to make any legally binding commitment of a long-term
nature. Their conduct in this regard contrasts with their conduct in entering into
short-term commitments relation to each season….”](https://image.slidesharecdn.com/bairdtextilesholdingsltdvmarksspencer-130303150209-phpapp01/85/baird-textiles-holdings-ltd-v-marks-spencer-1-320.jpg)
