Harvela Investments Ltd. v Royal Trust of Canada (CI) Ltd. [1985] UKHL 16[1] is a legal case decided by the House of Lords in 1985 defining the law of England and Wales regarding referential bids in competitive tenders.
The Court of Appeal held in favour of the Royal Trust, that expressing a fixed amount made the referential bid valid.
Lord Templeman, in his judgement, pointed especially to South Hetton Coal Co. v Haswell, Shotton and Easington Coal and Coke Co. [1898] 1 Ch 465, where Sir Nathaniel Lindley MR had dealt with referential bids previously (233-4).
The decision in the South Hetton case was followed by a majority of the members of the New York Court of Appeals in S.S.I.
He put his opinion in the following way: The answer to the construction question itself, however, appears to me to present no difficulties in so far as it leads to the conclusion that the condition subsequent to which the vendors’ obligations under the unilateral contracts were subject was incapable of being fulfilled by either promisee except by a self-contained offer of a purchase price for the shares expressed as a fixed sum of money which did not necessitate, for its quantification, reference to offers made by any other bidders.