How have the courts interpreted the meaning of a contract when a contract is not enforceable?

British Columbia, Canada


The following excerpt is from Fraser v. Van Nus, 1983 CanLII 426 (BC SC):

In Von Hatzfeldt-Wildenburg v. Alexander, [1912] 1 Ch. 284 at 288-89, Parker J. said: It appears to be well settled by the authorities that 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 recognize 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 fact that the reference to the more formal document is in words which according to their natural construction import a condition is generally if not invariably conclusive against the reference being treated as the expression of a mere desire.

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