High Court decides that oral discussions resulted in
non-binding heads of terms, not a legally binding agreement
This High Court decision is an interesting example of how the
court decides whether or not a binding agreement has been
reached. It found that no binding agreement had been
concluded and illustrates the importance of parties making
absolutely clear, in writing or orally, whether they intend to
create a binding agreement or whether their negotiations are
subject to contract.
The claimant, JAS Financial Products LLP (a business supplying
specialist services to the financial services industry), alleged
that it had entered into a binding agreement to provide
"middle office support" to the structured products desk
of the defendant (ICAP Plc (a broker)) for 24 months. ICAP
denied that a binding agreement had been reached. In late
2007 / early 2008 the parties discussed a possible engagement to
provide middle office support. On 3 March 2008, JAS set out
