What is the test for a conditional agreement?

British Columbia, Canada

The following excerpt is from Sott v. PDF Training Inc. et al, 2004 BCSC 1646 (CanLII):

The question of whether an agreement is conditional on a subsequent event is again one of construction. The test is set out in Von Hatzfeldt-Wildenburg v. Alexander, [1912] 1 Ch. 284 at 288-289: …if the documents or letters relied on as constituting a contract contemplate the execution of a further contract between the parties, it is a question of construction whether the execution of the further contract is a condition or term of the bargain or whether it is a mere expression of the desire of the parties as to the manner in which the transaction already agreed to will in fact go through. In the former case there is no enforceable contract either because the condition is unfulfilled or because the law does not recognise a contract to enter into a contract. In the latter case there is a binding contract and the reference to the more formal document may be ignored. The key is whether the parties have agreed on all essential terms, or whether it is their intent to defer their legal obligations until a final agreement has been reached. b) Was there a binding agreement?

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