"The special partner relationship which M&S developed with all its suppliers of goods and services was, from its inception some 70 years ago, a cornerstone principle of the company. Furthermore, it was at the very heart of the way we did business with our suppliers and a fundamental part of that philosophy was that M&S was going to carry on doing business with the manufacturer season after season, year after year. Continuity of production into the foreseeable future was the basis of all discussions and negotiations. Indeed it was clearly understood that once a major supplier to M&S, always a supplier - unless the manufacturer's performance was considered to be poor in which case high level meetings would be arranged to discuss the situation."
"M&S was developed by a principle of "partnership"
"In the course of establishing, maintaining and conducting its relationship with BTH, Marks & Spencer induced BTH to believe and implicitly promised that, in exchange for BTH agreeing (a) to supply Marks & Spencer with garments year by year on a seasonal basis; (b) to allow Marks & Spencer to be closely involved in the design and manufacture of the garments so to be supplied; (c) to establish and maintain a workforce and manufacturing capacity sufficient to meet and be highly responsive to Marks & Spencer's continuing requirements; (d) not to act in a manner which in the view of Marks & Spencer was contrary to its interests; and (e) to deal with Marks & Spencer in good faith and reasonably having regard to the objective of the relationship, the relationship would continue long term and would be terminable only upon the giving of reasonable notice; and that during the subsistence of the relationship Marks & Spencer would acquire garments from BTH in quantities and at prices which in all the circumstances were reasonable and would deal with BTH in good faith and reasonably having regard to the objective of the relationship."
"13. On this head of the claim I am satisfied that Baird's case in favour of an implied contract cannot succeed. In the first place, it would be unlikely that one could properly imply a contract when it is the pleaded case of Baird that M & S deliberately refrained from concluding any express contract because it could achieve greater flexibility without one. To imply a contract against such a party would seem to me to offend against the principle that the parties' conduct must show an implied common intention to create legal relations by contract. In any event, the alleged terms are far too imprecise to be capable of being enforced. [After referring by way of analogy to Blue Metal Ltd v Robert Frank Hughes & Others(1963) AC 74 . Morison J continued] Mr. Field [counsel for Baird] could not say that so long as the implied contract continued with Baird, M & S were prevented from appointing principal suppliers. And I cannot understand how the various factors listed by him would work in practice. If M & S's future requirements were for fewer and more expensive garments of a type which Baird was unable or unwilling to produce at an acceptable cost, what then? There is, in my judgment, no firm base upon which one could ascertain either a particular quantity or a particular share which should be attributed to Baird in the future. Were the alleged contract to have legal effect then the court would, to all intents and purposes, be making a bargain for the parties rather than seeking to enforce a bargain which they themselves had made."
"...it would, in my view, be contrary to principle to countenance the implication of a contract from conduct if the conduct relied upon is no more consistent with an intention to contract than with an intention not to contract. It must, surely, be necessary to identify conduct referable to the contract contended for or, at the very least, conduct inconsistent with there being no contract made between the parties. Put another way, I think it must be fatal to the implication of a contract if the parties would or might have acted exactly as they did in the absence of a contract."
"The court may give summary judgment against a claimant or defendant on the whole of a claim or on a particular issue if it considers that that claimant has no real prospect of succeeding on the claim ........ and there is no other compelling reason why the case ....... should be disposed of at a trial."
"Marks & Spencer ('M & S') deliberately abstained from concluding any express contract or contracts with BTH either to regulate parties' on-going relationship or their respective rights and obligations season by season because it considered that it could thereby achieve much greater flexibility in its dealings with BTH than could be achieved under a detailed contract or contracts. The absence of such an express contract or contracts was accepted by BTH because, as M & S knew and intended or ought to have known, BTH understood from the above pleaded conduct of M & S that there existed a relationship between the two companies which was to continue long term and to be terminable only on the giving of reasonable notice and under which the parties have the reciprocal rights and obligations pleaded in paragraph 9 above."
"...... (the) attempts to demonstrate that all estoppel other than estoppel by record are now subsumed in the single embracing estoppel by representation and that they are all governed by the same requirements has never won general acceptance."
"…. in exchange for BTH agreeing (a) to supply [M & S] with garments year by year on a seasonal basis; (b) to allow [M & S] to be closely involved in the design and manufacture of the garments so supplied; (c) to establish and maintain a workforce and manufacturing capacity sufficient to meet and be highly responsive to [M & S] continuing requirements; (d) not to act in a manner which in the view of [M & S] was contrary to its interests; and (e) to deal with [M & S] in good faith and reasonably having regard to the objective of the relationship, the relationship would continue long term and would be terminable only upon the giving of reasonable notice; and that during the subsistence of the relationship [M & S] would acquire garments from BTH in quantities and at prices which in all the circumstances were reasonable and would deal with BTH in good faith and reasonably having regard to the objective of the relationship."
"…. does not create new causes of action. It only prevents a party from insisting upon his strict legal rights, when it would be unjust to allow him to enforce them, having regard to the dealings which have taken place between the parties"
"Seeing that the principle never stands alone as giving a cause of action in itself, it can never do away with the necessity of consideration when that is an essential part of the cause of action. The doctrine of consideration is too firmly fixed to be overthrown by a side-wind."
"Such cases are very different from, for example, a mere promise by a party to make a gift or to increase his obligations under an existing contract; such promise will not generally give rise to an estoppel, even if acted on by the promisee, for the promisee may reasonably be expected to appreciate that, to render it binding, it must be incorporated in a binding contract or contractual variation, and that he cannot therefore safely rely upon it as a legally binding promise without first taking the necessary contractual steps."
Showing the 50 most senior of 64.