A binding contract requires clarity on essential terms; absence of a finalized contract sum renders claims for loss of profit unenforceable.

[1] When parties said that a certain document containing terms and conditions that parties have agreed upon shall form a binding contract between them while awaiting a another more formal contract to be entered into, is there a binding contract that has come into existence, that would entitle the non-defaulting party to sue if finally the formal contract was not entered into? Was it more a case of a contract to enter into another contract or was it a concluded contract for all intent and purpose and that the formalised contract was a mere formality and it was as good as having been executed by the parties? How wonderful it would be if one can actually "see" the meeting of minds when there is one? When the physical evidence as in a duly executed document is lacking, one would have to delve into the metaphysical and to determine from what has transpired in the exchange of correspondence, the constraining circumstance and the conduct of the parties whether a contract has come into being.

Parties

[2] The Plaintiffs main business lies in the field of landfill gas and biogas extraction and utilisation. The 1st Defendant is a private limited company incorporated in Vietnam. Its primary business is in biogas capture and waste treatment services for the Nam Son landfill, Hanoi, Vietnam. The 2nd Defendant is a public limited company incorporated in France. It is primarily involved in renewable energy sector and specialises in landfill biogas valorisation. The 2nd Defendant is the ultimate holding/parent company of the 1st Defendant. The 3rd Defendants primary business is in the production of renewable energies and the reduction of greenhouse gases. It is a wholly owned subsidiary of the 2nd Defendant and the 2nd Defendant operates its business in the region through the 3rd Defendant. The Plaintiff contended that the 2nd Defendant and/or the 3rd Defendant have the management and control of the 1st Defendant. This web of relationship within the Defendants assumes greater significance from the Plaintiffs perspective when it mounted the tort of inducement for breach of contract against the 2nd and 3rd Defendants for inducing the 1st Defendant to breach its contract with the Plaintiff. Admittedly the Plaintiff and the 2nd and 3rd Defendants are competitors in the industry.

Problem

[3] To begin with there was a Letter of Award dated 1 June 2009 by the 1st Defendant to the Plaintiff. The 1st Defendant awarded to the Plaintiff a project referred to as "Design, Installation, Completion and Commissioning of Landfill Gas Extraction and Flaring System for All Cells at Nam Son Landfill, Hanoi, Vietnam" (the Project). There was also referred to the Project Costing Calculation for the Project (Rev 13) dated 25 May 2009 forming the basis of the Contract Sum. The Plaintiff now says that the Project Costing Calculation for the Project should be Rev 14 dated 1 June 2009 instead of Rev 13 dated 25 May 2009 and that it was a typographical error. More shall be said of this so-called "typographical error" later in this judgment.

[4] During the period from November 2007 to October 2009 the Plai