Where heads of agreement provide for a formal contract to be settled by agreement between the parties' solicitors, a court ordering specific performance may only require execution of a formal contract containing terms reflecting the heads of agreement and mechanical provisions implementing them — not terms that are merely reasonable and consistent with the heads of agreement. Solicitors tasked with agreeing upon terms of a formal contract are presumed to act as agents of their clients, not as independent third parties, absent clear indication otherwise. Agreements on particular clauses during negotiations toward a formal contract do not bind the parties in the absence of agreement on all terms or execution of the contemplated document.
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