A recent decision by the Supreme Court has resulted in a contract with a missing term being upheld as complete and enforceable. In Wells v Devani (2019) the court considered an agreement made between an estate agent and seller. The agreement did not expressly identify the event that would trigger the obligation on the seller to pay commission to the estate agent. Despite this uncertainty in the contract, the Court found that it was still enforceable and that the only sensible interpretation was that commission would be payable on completion of the sale of the property.
The Court reached its conclusion on the basis of previous cases decided in the courts relating to similar situations. The Court also indicated, however, that if necessary, it would have found that there was an implied term in the agreement that payment of the commission would fall due upon completion of the sale of the property to a person whom the estate agent had introduced.
Although in this case the Court came to the rescue of the estate agent, it is very important that the parties to a contract expressly include all relevant terms at the outset, to avoid having to litigate to try to persuade the Court that there should be an implied term in the agreement. It is a good idea to seek legal advice when negotiating and drawing up contract terms, to ensure that the contract contains all the relevant terms intended by the parties.