ABSTRACT
For a contract to be binding it must be certain and not suffer from vagueness or obvious incompleteness.
Facts: The claimant, iSOFT Group plc (‘iSOFT’), was founded in 1994 by Patrick Cryne, who is now its chief executive officer. The second defendant, Misys plc (‘Misys’), is an international software applications group. Its core business is the development and licensing of specialist computer software for the banking, financial services and healthcare industries. The business was started in 1980, and has grown substantially since, mainly by corporate acquisitions. In these proceedings iSOFT seeks to enforce against Misys, and its subsidiary Misys Holdings Ltd (‘Holdings’), the first defendant, an agreement entered into between them by which iSOFT acquired from Holdings the leading laboratory information systems provider in the United Kingdom, ACT Medisys Ltd (‘ACT’). One of the terms of the agreement required the Misys group to offer to sell to iSOFT after-acquired competing businesses ‘for a consideration equal to the then fair market value of such business and otherwise on such detailed terms and conditions which are fair and reasonable’ to the relevant member of the Misys group and to iSOFT. One of the principal issues in these proceedings is the scope and application of the rules relating to certainty of contractual terms.
