It should be noted that the rule does not apply to oral agreements reached after the conclusion of the written document. Therefore, a subsequent oral contract to amend or revoke the written agreement may be submitted, unless the contract is prescribed by law to be written, as such a contract cannot be amended by a subsequent oral agreement, although it may be cancelled by such an agreement. Similarly, if the contract itself provides that it can be different only in writing, an oral amendment is annigable and it appears that it is also an oral agreement to terminate the contract. Morris was involved in a sales contract (the “SPA”) for shares of a company. The complainant received approximately $16 million as his first consideration. The OSG also provided for deferred consideration through a provision for benefits for the applicant`s counselling services. The OSG explained that the applicant had “the opportunity” to provide his advisory services between the parties for a period of four years from the close of the SG and “another reasonably agreed period. The complainant provided his services for four years and received approximately $4 million in return, calculated according to a formula agreed to in the ASA. The applicant then sought an “appropriate extension” for the provision of his services, which the respondent refused to do. If no date is set, the benefit must be completed “within a reasonable period of time,” itself determined by the nature of the contract. Concrete Products v Natal Leather Industries is the most important case in determining reasonable time. In this case, the plaintiff agreed to sell to the defendant a large number of steel wedges for suitcases of different sizes. The agreement stipulated that several thousand of all sizes should be delivered weekly and that the order should be considered urgent for small corners.
No time has been set for the start of delivery. The applicant did not provide the small corners, although the defendant insisted that the contract be executed. He did, however, send middle corners that were accepted by the defendant in accordance with the contract. Due to the non-delivery of the small corners, the defendant informed the applicant of the termination approximately three weeks after the contract was concluded. Public policy requires compensation for two contradictions of public interest in trade policy agreements. On the one hand, freely concluded contracts (non-contractual character) should be executed; on the other hand, everyone should be free to practice their profession or activity (freedom of trade). A contract related to commercial law is valid and enforceable, unless the party wishing to escape its consequences can demonstrate that the restriction is contrary to the public interest and therefore not applicable. The denier therefore proves that the imposition of deference is contrary to policy.
A trade restriction agreement contrary to public policy is not invalid, but it is not applicable.