Compagnie Noga D’Importation et D’Exportation v Abacha (No. 4) [2003] EWCA Civ 1100
Tripartite settlement agreement between parties not binding and an “agreement to agree”
Facts
The claimant Swiss company entered into a tripartite agreement with the defendant (the personal representative of the deceased former military leader of Nigeria) and the Nigerian Government which purported to settle a dispute between the parties. The claimant had originally commenced an action claiming that it had a beneficial interest in bills of exchange bought by the defendant and then sold by the defendant to the Nigerian Government.
Issues
The claimant appealed against an earlier decision which found that the tripartite agreement which purported to settle the dispute had not been intended to be binding and was rather conditional or an agreement to agree.
Decision/Outcome
The claimant’s appeal was dismissed (Laws, L.J. dissenting). The tripartite agreement had not been a binding contract. When considered against the background of the entire negotiations, the evidence relied upon by the claimant did not prove that clauses referring to a “settlement amount” should be taken to refer to the sum of $100m which was supposedly agreed orally at a later stage between the claimant and the defendant. Subsequent conduct of the parties also suggested that the agreement was not intended to be binding. Laws, L.J suggested that the settlement sum could be supplied by evidence of what was said at a stage when the parties were still in negotiation or had arrived at partial agreement. Waller, L.J. suggested that this approach did not work because the references to “a” settlement amount were deliberately inserted into the agreements because no final agreement had yet been reached between the parties.
267 words
Updated 19 March 2026
This case summary accurately reflects the decision in Compagnie Noga D’Importation et D’Exportation v Abacha (No. 4) [2003] EWCA Civ 1100. The case remains good law on the principles distinguishing binding settlement agreements from agreements to agree, and nothing in subsequent case law or statute has altered its authority in this area. Readers should note that the broader legal framework for determining whether an agreement is binding — including the requirement for certainty of terms — continues to be governed by established common law principles, which remain unchanged. No legislative developments have affected the legal position described.
