The first question was whether there was a binding contract – if there is one, the use of phrases such as “to be arranged” is less likely for applicability. The Court of Appeal found that the 2010 contract should be interpreted as part of the transaction contract with the 2009 contract and not isolated, as the court had done. The parties have been doing their best business for a year, and partial performance is one of the bases that can be used to construct an implicit notion of adequacy or equity in an existing legal relationship. Both parties were familiar with trade or industry and had previously conducted similar transactions. The application of this rule is illustrated by Sudbrook Trading Estate Ltd/Eggleton  AC 444. In this case, the contract provided an option for the acquisition of leases at a reasonable price agreed upon by two appraisers, one designated by buyers or sellers. The sellers refused to name their expert, so the contract machine collapsed. The Court of Appeal found that this was simply an agreement that could be reached. The House of Lords disagreed.
Its masters were rejected by an earlier authority which purported to prevent the courts from substituting for the valuation method agreed upon by the parties, that is, the agreement as a binding option for the purchase of leases at a fair and equitable price. This award was something that the court could decide if the contract procedure was deadlocked. The Court of Appeal also noted the use of the mandatory “must” in clauses 6 and 9. The parties did not intend to agree or disagree on these issues. If they had not reached an agreement, the matter would be referred to the arbitrators, who would determine the application fee and the shipping plan. In other words, the agreement was sufficiently secure (or can be insured), since: The recent decision of the Court of Appeal on the safety of conditions is MRI Trading AG/Erdenet Mining Corporation LLC  EWCA Civ 156. EMC, a Mongolian mining company, and MRI, a Swiss trading company, have entered into arbitration over the supply of copper concentrate.