Implied terms | Principles.tax

- Implied term that footballer would be afforded reasonable opportunity of scoring 20 goals to meet condition

"[20] In Bournemouth and Boscombe AFC v Manchester United, unreported, 21 May 1980, Manchester United had bought a player from Bournemouth for about £200,000. Approximately £175,000 was paid. The balance of around £25,000 was to be paid when the player had scored 20 goals for Manchester United. But within a relatively short time the player was transferred to another club without having scored the 20 goals. The judge held that there was an implied term that Manchester United would afford him a reasonable opportunity of scoring those goals. Donaldson LJ said this:
". . . I have on occasion found it a useful test notionally to write into the contract under consideration a declaratory clause expressing the fact that the parties are not subject to the obligations which would flow from the clause which it is urged should be implied. I think it is useful in this case. We then get a contract reading: 'It is further agreed that Manchester United Football Club will pay a further sum of "27,770 to Bournemouth & Boscombe Football Club when Edward MacDougall has scored 20 goals in first team competitive football for Manchester United . . .provided always that Manchester United shall be under no obligation to afford MacDougall any reasonable opportunity of scoring 20 goals.' It at once becomes clear that the inclusion of the proviso renders this part of the contract 'inefficacious, futile and absurd', to use the words that Lord Salmon used in Liverpool City Council v Irwin [1977] AC 239, at p 262."
[21] Adopting that approach in this case, one might add into the termination clause, Clause 9, "provided also that NLL are at liberty to dispose of their business as a going concern to whomsoever they please whenever they please during the period of this contract." Such a declaration would have rendered the exclusive right to provide for their transport requirements similarly inefficacious, futile and absurd." (CEL Group Ltd v. Nedlloyd Lines UK Ltd [2003] EWCA Civ 1716)

- Implied term not to bring to an end party's requirements for type of services

"[22] In my view, therefore, the judge was right to imply a term that NLL would do nothing of their own motion to bring to an end their own requirements for road haulage services. By their own act they made it impossible for CEL to exercise the right which NLL had given them." (CEL Group Ltd v. Nedlloyd Lines UK Ltd [2003] EWCA Civ 1716)