A contract not rendered void for uncertainty

Forgot to fill in the blanks in an agreement? Not to worry: the court will do it for you. In Westvilla Properties Ltd v Dow Properties Ltd [2010] EWHC 30 (Ch), a draft lease attached to a sale and leaseback agreement had failed to specify a landlord's service charge percentage – the space had been left blank. The buyer argued that the agreement was therefore void for uncertainty. But avoiding a contract for uncertainty is the last thing a court wants to do. The High Court held that “the question of what this draft Intended Lease means when it defines the Landlord's Share of service charges at "[ ] per cent" requires, again, the application of the principles summarised by Lord Hoffmann in Chartbrook Limited v Persimmon Homes Limited [2009] UKHL 38. The question is what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to have meant the percentage to be, judged from the language they used.” Hoffmann's words in Chartbrook may save a lot of mistaken drafting. He said that "there is not, so to speak, a limit to the amount of red ink or verbal rearrangement or correction which the court is allowed. All that is required is that it should be clear that something has gone wrong with the language and that it should be clear what a reasonable person would have understood the parties to have meant."