Read the case of Baird Textile Holdings Ltd v. Marks & Spencer plc. [2001] EWCA Civ 274. In your own words describe the concerns about awarding relief under Contract Law with which the justices are grappling. Explain why the court could not establish a co

M&S retired chairman and chief executive Sir Richard Greenbury who joined in the year 1953,in his witness statement dated 11 April 2000 mentioned that M&S had good relationships with all its suppliers, also we had another principal witness from M&S who is the director of Procurement who mentioned that “M&S was developed by a principle of partnership” but not in the legal sense ,it was more in the spirit in co operation. Eventually both parties were in good terms with each other while Baird offering M&S to be involved in design,manufacture,workforce and to give reasonable notice should M&S wish to discontinue.

Also there was one particular evidence which was taken into account that the orders were seasonal and the goods started to be produced twelve months before and orders received six months in advance by computer and under general terms of business this is sometimes confirmed in writing.

Finally, coming to the point we could find that M&S denied concluding any express contracts or contracts with Baird as they found better flexibility in dealing without a contract with Baird, then Baird concluded that since M&S did not give enough notice for termination they would like £38.5 million for lost profits for that period of time.

Furthermore ,Baird pledged that an amount to all these loses should be given to them for the injustice caused and by terminating without notice and therefore M&S was in breach of contract , the judge did not agree and summarised the arguments of counsel and also described the principles to be applied:

'(1)A court will only imply a contract by reason of the conduct of the parties if it is necessary to do so. It will be fatal to the implication of a contract that the parties would or might have acted as they did without any such contract. In other words, it must be possible to infer a common intention to be bound by a contract which has legal effect. If there were no such intent the claim would fail.

(2) All contracts, to be enforceable must be sufficiently certain to enable the courts to give effect to the parties' intentions rather than to give effect to a contract which the court has had to write for them. On the other hand it can be said that the Courts do not incline to adopt a 'nit-picking' attitude to such matters and will endeavour, where possible, to construe the obligations in a way which gives effect to the parties' bargain. There is a line to be drawn between a generous attitude to making contracts work and striking them down on grounds of uncertainty.'

Hence after applying those principles the judge was confident that Baird cannot imply any contract. Also , after referring by the way of anatology to Blue Metal Ltd v Robert Frank Hughes & others. Morison J continued that the counsel of Baird did not mention that M&S were not allowed to appoint ant other suppliers and therefore Morrison J said that whatever Baird counsel mentioned would not work and if M&S requirements were different qualities, quantities and different prices that what would happen? Then, Morison J confirmed that there is nothing that says that any future order should be from Baird Textiles Holdings Ltd.

Thus, it could be seen that Baird was trying to express an obligation for the damages as not enough notice was given. Judge LJ agreed with the vice chancellor on the contractual issue ,about his way of analysing the whole case and also by reason of the uncertainty and by creating a mutual intention to create a legally enforceable relationship.

So, Judge LJ question was what will be the solution “is it equity?” and that was cleared that there was no way law of estoppels could be developed.

In this case, Mance LLJ said we could find that the law needed to attach legal consequences  to a bare assurance e or conventional understanding which mean that it could be seen It was difficult to proceed as there was no binding contract between any of the parties which means that M&S could choose any supplier.

Also Mance LLJ in Baird Textiles Holdings v Marks & Spencer   said that even the requirements of estoppel (eg that is an unequivocal promise to found a promissory estoppel or conventional conduct of sufficient clarity to found an estoppel by convention and, secondly, the objective intention to affect some actual or apparent pre-existing legal relationship) are by-passed by the limitation of relief. But no authority in this jurisdiction supports the submission that estoppel can here achieve so expanded an application, simply by limiting recovery to reliance loss (assuming that reliance loss could anyway be distinguished satisfactorily from expectation loss - an apparent difficulty which I have already mentioned). Any development of English law in such a direction could and should, in my view, now take place in the highest court.

And therefore the case was dismissed on all these facts as it could not  proceed on neither contract nor estoppels and appeal was dismissed.