plaintiffs decide to purchase the business. In return, the defendants agreed not to give further consideration to any alternative proposal and that they would cease to deal with X. At all times, the defendants kept in contact with X and subsequently sold the business to him after his offer had been raised to £2 million. The House of Lords held that the defendants were liable in damages to the limited extent that they had agreed to lock themselves out of negotiations with others for a specified period of time: Walford v Miles [1992] 2 AC 128, p 137

doi:10.4324/9781843141518-93

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plaintiffs decide to purchase the business. In return, the defendants agreed not to give further consideration to any alternative proposal and that they would cease to deal with X. At all times, the defendants kept in contact with X and subsequently sold the business to him after his offer had been raised to £2 million. The House of Lords held that the defendants were liable in damages to the limited extent that they had agreed to lock themselves out of negotiations with others for a specified period of time: Walford v Miles [1992] 2 AC 128, p 137

ABSTRACT

Walford v Miles [1992] 2 AC 128, p 137 Lord Ackner: In the Court of Appeal and before your Lordships, Mr Naughton submitted that the Courtney and Fairbairn Ltd and the Mallozzi cases were distinguishable from the present case, because that which was referred to negotiation with a view to agreement in those cases was an existing difference between the parties. In the present case, so it was contended, by the end of the telephone conversation on 17 March there was no existing difference. Every point that had been raised for discussion had been agreed. However, this submission overlooked that what had been ‘agreed’ on the telephone on 17 March was ‘subject to contract’. Therefore the parties were still in negotiation even in relation to those matters. Further, there were many other matters which had still to be considered and agreed.