ELC sold summer school places for language courses. It had agreed with the University in seven annual written contracts for the University to provide accommodation for the school. The contracts followed a standard format showing the parties' intentions to continue their relationship for the following season. In 2005, the University contacted ELC to say that the number of rooms for 2006 would be substantially reduced due to site maintenance. ELC said that was not acceptable. In response, the University stressed that that was the position and ELC should either indicate that the available number was satisfactory to proceed or that ELC should make alternative arrangements for the 2006 season. ELC owed money for the 2005 season and it claimed that the money should be off-set against the University's alleged breach of contract for the 2006 season.
However, the Court of Appeal said that there was no breach of contract, as the contract for the 2006 season had not been formed. The parties always set out details in a written contract. However, the detail was lacking for the 2006 season. There was no clear offer and acceptance between the parties, so there was no contract.
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