A subcontract for an airport baggage handling system provided for sectional completion. Delays occurred and the main contractor and subcontractor agreed extended dates in a settlement agreement. In a subsequent dispute about the enforceability of delay damages the subcontractor claimed that the works in two sections could not be identified with certainty and that the contract provisions as to delay damages were therefore too uncertain to be enforced. But what did the court think?
The courts are reluctant to hold a contract provision void for uncertainty, particularly where the contract has been performed, and, if it is open to the court to find an interpretation that will give effect to the parties’ intentions, then it will do so. A contract provision will, however, be void for uncertainty if the court cannot reach a conclusion as to what was in the parties’ minds or where it is not safe for the court to prefer one possible meaning to other equally possible meanings. In this case the court decided that, on a proper construction of the subcontract, as amended by the settlement agreement, the works in the two sections were sufficiently identifiable and certain so that the sectional completion and delay damages provisions were operable and enforceable.