So, the preliminary question before the Court was on which terms the contract between the parties was formed. In an unexpected decision, the Court decided that, the contract did not include either set of standard terms, because the parties had not reached agreement on their precise wording and there was no conduct that could be interpreted as accepting the other's terms. The Court, therefore, held that the contract terms were governed by the Sale of Goods Act.
Kalogredis calls that basic fact that a document generally viewed by many as a casual and non_binding document, could atimes still become binding under certain unpredictable circumstances, "one of the traps in a letter of intent," and adds: "My advice [to parties contemplating having an LOI] is to proceed with caution before signing any such document. As a general rule (and there are exceptions), I urge the parties to go right to the final documents and "dot all of the I's and cross all of the T's," rather than go through this interim step of a letter of intent, which has many potential traps."