Letter of intent or replacement contract?

In Spartafield Ltd v Penten Group Ltd [2016] EWHC 2295 (TCC) Mr Alexander Nissen QC, sitting as a Deputy Judge of the High Court, held that a letter of intent which had initially been entered into by the parties had been replaced by a new contract incorporating the JCT Intermediate Contract with Contractor’s Design 2011. Although the parties plainly contemplated the subsequent execution of a formal contract in due course, the execution of such a contract was held not to be a pre-condition to the existence of a replacement contract on those terms once they had been agreed. Having reviewed the evidence the Deputy Judge concluded that the parties had agreed to displace the letter of intent with the replacement contract even though that replacement contract had not been formally executed. The claimant was accordingly granted a declaration that the parties had entered into such a contract.