Perry v Suffields Ltd [1916] 2 Ch 187

Contract – Agreement to Agree – Certainty – Enforceability – Offer and Acceptance


The seller offered to sell a house with vacant possession for a price of £7,000. This offer was accepted by the buyer immediately and without any further negotiation. There were still several important facets of the agreement however that were undetermined, such as the date for completion and the payment of a deposit prior to completion. When the buyer refused to pay a deposit, the seller sought to argue that the contract was unenforceable because agreement had not been reached on several issues.


Whether or not an agreement had been formed by acceptance of the offer of £7,000. Whether or not the agreement could be said to be void for uncertainty because several issues had yet to be determined.


There was an enforceable agreement made between the parties. This was the case even though there were several issues yet to be agreed upon which could be regarded as important. However, these were issues that are usually left to the parties’ legal advisors to settle in these cases, and they should not prevent the formed agreement from being capable of being enforced. There was no specific provision for the payment of a deposit prior to completion in this case, and so the seller was not entitled to rescind the agreement as a result of it not being paid. The court looked at the entirety of the parties’ correspondence, and it appeared here as though there had been a definite offer, and a clear, unqualified acceptance made. The totality of this was not a mere ‘negotiation’ or an agreement to agree, but a contract.