Assi v Leeds Metropolitan University

An alleged compromise agreement is unenforceable for uncertainty where essential matters remain for future agreement. In a postgraduate research arrangement, the choice of research project and the appointment of suitable supervisors may be central contractual matters. Whether an agreement is sufficiently certain must be assessed objectively, by interpreting the parties’ exchanges in their relevant factual context. A conditional acceptance, together with continuing disagreement about essential terms, may show that the parties have not reached a final and unqualified agreement.

The appellant appealed from the dismissal by Leeds County Court, before His Honour Judge Gullick on 8 October 1999, of his claim against the respondent university for breach of an alleged compromise agreement.

The alleged agreement concerned the appellant’s re-enrolment as a postgraduate research student, a three-year bursary, a research topic and the appointment of supervisors. The university accepted that some agreement had been reached but pleaded materially different terms. The trial judge held that no enforceable contract existed because the research topic and supervisors remained unresolved, and made alternative findings on breach and damages. The central issue before the Court of Appeal was whether the alleged compromise agreement was sufficiently certain to be legally enforceable.

1. Appeal dismissed. The order dismissing the appellant’s claim was affirmed. The decision was unanimous: Sir Ronald Waterhouse gave the first judgment, with Lord Justice Tuckey and Lord Justice Pill agreeing.
2. The existence and terms of the alleged agreement had to be determined by an objective interpretation of the parties’ exchanges between July and September 1993, viewed against the relevant background facts known to both parties.
3. On that assessment, the parties had not reached a final and unqualified agreement. The appellant repeatedly made his acceptance conditional on finding an appropriate research topic and suitable supervision. The university and the appellant also remained materially divided about the terms of any arrangement, including the selection of supervisors and the place of work.
4. In the context of postgraduate scientific research, the selection of a suitable project and the matching of appropriate supervisors to the student and project were matters of central importance. Their resolution was not a mere detail to be settled in performance. The alleged agreement left those essential matters unresolved and therefore failed for uncertainty.
5. The alternative findings concerning breach, repudiation and damages did not require determination. The appellant’s application to adduce further evidence on those issues was not pursued and was dismissed with no order for costs. The respondents were awarded the costs of the appeal, subject to the legal-aid qualification stated in the order.

• Court of Appeal (Civil Division): Appeal dismissed and the order of the Leeds County Court affirmed.
• Leeds County Court: His Honour Judge Gullick dismissed the appellant’s claim on 8 October 1999, holding that the alleged compromise agreement failed for uncertainty.