Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Authority definition

What does Authority mean? In practice, Authority refers to the public sector client that procures and manages a project or service and is the named counterparty in the contract. In public procurement, PFI/PPP, DBFM/DBFOM and outsourcing documents, it is a contractual shorthand for the “contracting authority” defined in legislation (England & Wales and Northern Ireland: Public Contracts Regulations 2015; Scotland: Public Contracts (Scotland) Regulations 2015; Ireland: European Union (Award of Public Authority Contracts) Regulations 2016). Typical Authorities include a local authority, an NHS trust or health board, a central government department or minister, a non‑departmental public body or agency, or another body...

Agreements to agree: enforceability, case law and drafting mechanisms for certainty in commercial contracts

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note considers agreements to agree, explaining why a promise to settle particular contractual terms at a later date has traditionally been treated as unenforceable. It also examines those situations where courts have nevertheless upheld contracts as binding, despite an apparent lack of certainty over fundamental terms.

Principle

Traditionally, contracts that contain an agreement to agree future contractual terms have been viewed as too uncertain to enforce. Whether a binding contract exists is assessed by an objective test, namely:

on the evidence, a reasonable person would conclude the parties were in agreement and intended to create legal relations (the parties’ own views are disregarded), and
the contract is sufficiently certain to be enforceable.

Agreement

For a contract to be binding, its terms must be definite enough for the court to give them practical effect and, in particular, those terms must be enforceable without the need for any further agreement between the parties...

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Web page updated on 21/05/2026

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