RELEVANCE OF SUBJECT TO CONTRACT

• Date: 06 February 2019

(1) "In Law v. Jones (1973) 2 All E.R. 437, it was decided by the Court of Appeal that the unilateral insertion of the words ‘subject to contract’ into correspondence between the solicitors acting for the parties did not negative the effect of any existing binding agreement, whether oral or written, made between the parties. It is true the correctness of the decision was not accepted later by the same Court in Triverton Estates Ltd v. Wearwell Ltd. (1974) 1 All. E.R. 209. But the case illustrates that if there is any sense in which those words can be considered not to represent what the parties really intended as a result of what they did or said before or after the insertion of those words in any of the correspondence between them, then it would be justificable to regard them as irrelevant. See also United Bank for Africa Ltd. v. Tejumola & Sons Ltd. (1988) 2 N.W.L.R. (Pt. 79) 662 at 701 per Nnaemeka-Agu, J.S.C., obiter. In the present case, although exhibits A-A2, C-C1, D-D1 and E-E5 carry that phrasesubject to contract, the unseriousness in the use of those words can be seen in exhibit F which finally confirmed the contract and exhibit G which is a receipt for the full 5-year rent. Neither of the two exhibits was markedsubject to contract. That would seem to suggest that the landlords, at that stage, no longer intended to insist on whatever the phrasesubject to contract was intended by them. But more fundamental in regard to the use of those words in the circumstances of our established conveyancing procedure is the fact...