Parties to contracts involving commercial and Business matters intend legal enforceability.

Members of the Opposition, Magistrate Bess, attentive audience, a pleasant afternoon to all. My
name is Darin Chan and I appear before you as the first speaker of the proposition to vehemently
argue our case. It is our contention that “Parties to contracts involving Commercial and Business
matters intend legal enforceability” and we will establish this in a cogent and well-articulated
manner which will reflect to incorporate and focus on the presumption along with other
principles to support our contention.

It is important to note, if the intention to create legal relations is not present then a valid contract
is said to have not been formed. In other words, an acceptance of an offer will only create a
contract if the offeror and offeree appeared to intend to create a legally binding agreement. The
court does not ask what the parties actually intended, but looks at what they appeared to the
reasonable person to intend.
Our argument is based solely on case law and the fundamental principles of contract law where
the subject matter of a contract encompasses commercial or Business agreements such as
contracts of sale, hire purchase, agency, insurance, and employment amongst a variety of other
instances. The courts have adopted a presumption that the parties do intend to create legal
relations by the agreement and this presumption is married to our stance.

The Presumption
 This presumption has been clearly defined in the seminal case of Esso petroleum v
Customs & Excise where Esso ran a promotion whereby any person purchasing four
gallons of petrol would get a free coin from their World Cup Coins Collection. The
question for the court was whether these coins were 'produced in quantity for general
resale' if so, they would be subject to tax and Esso would be liable to pay £200,000. Esso
argued that the coins were simply a free gift and the promotion was not intended to have
legal effect and also there was no resale.

Held: There was an intention to create legal relations. The coins were offered in a
commercial context which raised a presumption that they did intend to be bound.
However, the coins were not exchanged for a money consideration and therefore the
coins were not for resale.
  Additionally, in the case of Rose and Frank Crompton and brothers, Limited, and
others, Lord Scrutton, stated that:
This intention { in other words intention to create legal relations} may be implied from the
subject matter of the agreement, but it may also be expressed by the parties. In social and
family relations such an intention is readily implied, while in business matters the opposite
result would ordinarily follow.

Ambiguity
 In essence, where there is no expressed intention by the parties the court by
implication will deduce that the parties must have intend legal consequences once
the subject matter is of a commercial or business nature. In Edwards v Skyways
this presumption was applied strictly. In this case, the claimant was an airline
pilot working for the defendant. He was to be made redundant. The defendants
said that if he withdrew his contributions to the company pension fund, they
would pay him the equivalent of company contributions in an ex gratia payment.
The claimant agreed to this and withdrew his contributions. The company then
ran into further financial difficulty and went back on their promise relating to the
ex gratia payment.
Held:
The agreement had been made in a business context which raised a strong
presumption that the agreement is legally binding. The claimant could therefore
enforce the agreement and was entitled to the money.

In order to concretize our argument, we shall present the applicability of the

presumption in the Commonwealth Caribbean jurisdiction. In the case of
Nicholas v Okwesa, the D volunteered to help the C, with whom he was on
friendly terms, to sell her car. The C argued that the D, in the capacity of her
agent with the purpose of finding a buyer, was in breach of contact. The D
contended that there was no intention to create legal relations between himself
and the C since he was a not car dealer and that was merely doing the C a favour.
The court propounded, that, notwithstanding the nature of the relationship
between the parties, the agreement between them was a commercial one, and the
presumption of an intention to create legal relations had not been rebutted.
 Your honours, there was no evidence of an expressed intention that the agreement
should not give rise to legal relations. It was clearly a business agreement and the
burden of rebutting the presumption was placed on the defendant; such burden is
quite heavy and if he cannot prove such, then it will not be discarded.

 In the same vein, the magistrate in the case of Headley v Clarke held that since
the C never set up as a professional house agent whose business was the selling of
houses for commission, the parties did not have any intention to create legal
intentions. The Appeal Court overturned this decision by pronouncing that there
was no material for the finding that no legal relationship was intended. There was
therefore a legally binding agreement.

Ultimately, your honours we are quite aware that the opposition will try to
concoct and create an image which will show that there are some extraordinary
circumstances where the presumption will be raised. However, our argument is
simple and as such we would like to reiterate the crucial point that the burden of
proving the extraordinary circumstances is confined on the D and it is certainly
difficult to give rise to such proof.