Where a contractual obligation to negotiate is preconditioned on a factual state of affairs (here, the likelihood of rezoning being imminent), the obligation does not arise if the precondition is not met. A court applying a commercial construction will not interpret an agreement as requiring parties to negotiate to achieve an impossible result or on a basis fundamentally at odds with reality. The enforceability of agreements to negotiate in good faith was expressly left open.
The full text is available to signed-in members, including the 1 later case that cites this judgment.