No memorandum where the parties have expressly left open the time for completion

Where the parties to a land contract agree that completion is to take place when the seller can find suitable alternative accommodation then there is no contract. There is no room for an implied term that completion will take place within a reasonable time because the parties have expressly reached a different (albeit uncertain) arrangement.

In Johnson v Humphrey ([1946] 1 All ER 460) Miss Humphrey orally agreed to sell her bungalow to Mr Johnson. They agreed a price but the agreement was that she would complete and give vacant possession when she could find alternative accommodation. The next day she signed a memorandum of the oral agreement. This memorandum did not mention the arrangement as to when completion was to be given. Miss Humphrey refused to complete. Mr Johnson sought specific performance. It was refused. The memorandum was incomplete because it did not incorporate the arrangement as to when possession was to be given.  Even if this were wrong, there had been a failure to agree on the time for completion.  There was no room for an implied term that completion would take place within a reasonable time: the parties had expressly made some other bargain as to completion. The term was that completion would take place when Miss Humphrey could find suitable alternative accommodation. This was too vague to be enforceable. Accordingly, they had failed to reach agreement on a central term and there was no contract.

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