Blackpool and Fylde Aero Club v. Blackpool B.C.

English contract law has not yet recognized any general principle that in making and carrying out contracts parties should act in good faith.1 The traditional view is that the parties negotiate at arm’s length, seeking to make the best bargain for themselves which they can. But recent years have witnessed a gradual willingness on the part of the courts to hold that negotiating parties may owe duties to each other.2 Such duties have generally been created by the law of tort or are equitable in character but the recent decision of the Court of Appeal in Blackpool and Fylde Aero Club Ltd. v. Blackpool Borough Council 3 demonstrates that contractual doctrines, particularly the rules relating to offer and acceptance, can be moulded in such a way as to create a contract between parties who are, in fact, in the process of negotiating a contract.

In 1983 the defendants, a local authority which owned and managed Blackpool airport, prepared invitations for tender for a concession to operate pleasure flights from the airport. The plaintiffs had held the concession since 1975 and they, along with six other parties, were invited to tender for the renewal of the concession. The form of tender sent out by the defendants stated that

the council do not bind themselves to accept all or any part of any tender. No tender which is received after the last date and time specified shall be admitted for consideration.