What is the difference between a contract and a contract?

British Columbia, Canada


The following excerpt is from Deshugh Estates Ltd. v. Robin's Foods Inc., 1998 CanLII 6636 (BC SC):

The distinction between these alternative analyses is described in the following frequently quoted passage from the judgment of Parker J. in Von Hatzfeldt-Wildenburg v. Alexander, [1912] 1 Ch. 284 at pp.288-9: It appears to be well settled by the authorities that if the documents or letters relied on as constituting a contract contemplate the execution of a further contract between the parties, it is a question of construction whether the execution of the further contract is a condition or term of the bargain or whether it is a mere expression of the desire of the parties as to the manner in which the transaction already agreed to will in fact go through. In the former case there is no enforceable contract either because the condition is unfilled or because the law does not recognize a contract to enter into a contract. In the latter case there is a binding contract and the reference to the more formal document may be ignored.

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