IMPLYING CONTRACTS, ESTOPPELS, UNCERTAINTY AND REASONABLENESS OF CONDUCT

Baird Textile Holdings Ltd v Marks and Spencer plc ((2001) unreported, 28 February, CA)

(1) The test as to whether a contract is to be implied from particular circumstances was correctly stated by Lord Justice Bingham in The Aramis [1989] 1 Lloyd’s Rep 213, CA. The court must ask whether the implication of the contract from the parties’ conduct is necessary to give business reality to the relevant transaction ‘and to create enforceable obligations between parties who are dealing with one another in circumstances in which one would expect that business reality and those enforceable obligations to exist’.