Grow With Us Ltd v Green Thumb (UK) Ltd [2006] EWCA Civ 1201
Contract – Implied Terms – Agreement to Agree
Facts
Grow With Us Ltd entered into a franchise agreement with Green Thumb to set up a lawn treatment business in accordance with Green Thumbs methods, expertise and intellectual property. By virtue of a clause in the franchise agreement, Grow With Us were required to keep a list of clients, and potential clients, and to supply it to the franchisors on request. In addition, the contract provided that to be able to renew the agreement at the end of the franchise term, the franchisee must have fulfilled uplifted minimum performance requirements. The agreement did not specify who should decide on the extent of the new minimum performance requirements. The franchisee wished to renew the franchise after the end of the original term, but the franchisor did not wish to allow them to because they had not provided them with the necessary client data because of the restrictions imposed on them by the Data Protection Act 1998.
Issues
Whether or not the term requiring minimum performance requirements was too vague or uncertain. Whether or not, if this was so, the franchise agreement was not an enforceable agreement. Whether or not the franchisee was entitled to renew.
Decision/Outcome
There was no enforceable agreement to renew in this case. All the agreement regarding the renewal of the franchise could be described as was an ‘agreement to agree’. There could not be a term implied into the agreement that the minimum performance requirements were to be ‘reasonable’ as the imposition of such a term was not necessary for the business efficacy of the agreement. If the franchisee did not accept the terms as precursors to renewal, then there was no automatic right to renewal. There was as a result no agreement to renew at all.
Updated 19 March 2026
This case summary accurately reflects the decision in Grow With Us Ltd v Green Thumb (UK) Ltd [2006] EWCA Civ 1201. The Court of Appeal’s reasoning on agreements to agree and the limits of implied terms remains consistent with the broader legal principles established in cases such as Walford v Miles [1992] 2 AC 128 and the well-known tests for implication of terms confirmed in Marks and Spencer plc v BNP Paribas Securities Services Trust Co (Jersey) Ltd [2015] UKSC 72, which reaffirmed that necessity (not merely reasonableness or business convenience) is the correct threshold for implying terms. The article’s treatment of those principles remains sound.
One contextual point worth noting: the article references the Data Protection Act 1998 as the relevant data protection legislation. That Act has since been repealed and replaced by the Data Protection Act 2018, which supplements the UK GDPR (retained in domestic law following Brexit). This does not affect the correctness of the case summary itself, since the 1998 Act was the applicable law at the time of the dispute, but readers should be aware that the current data protection framework is different. The core contract law principles discussed remain good law.
