End-of-chapter questions: Answer Guidance 5.1

This short question raises a number of tricky issues. The first paragraph mentions both a ‘lock-in’ and ‘lock-out’ clause, and you need to be able to discuss, critically, the difference between the two.

You then need to consider the importance and relevance of the agreement being ‘subject to contract’. Has a binding agreement been concluded? If not, has the ‘subject to contract’ bar been waived by the commencement of performance? It might of course be that Chuck has to pay for the services already supplied (whether in contract or unjust enrichment—see further Chapter 28) but that the long-term agreement has not been concluded. Cases such as RTS Flexible Systems Ltd v Molkerei Alois Müller GmbH and Co KG (UK) Productions [2010] UKSC 14, [2010] 1 WLR 753 must be considered and distinguished in this answer.