“…Those constraints have been the subject of well-known scrutiny by the courts (see the classic statements in The Moorcock [1889] 14 PD 64 ("The Moorcock") at 68 per Bowen LJ; Reigate v Union Manufacturing Co (Ramsbottom) Ltd [1918] 1 KB 592 at 605 per Scrutton LJ and Shirlaw v Southern Foundries …”
“…in the way the parties would reasonably have expected it to work. This accords with the original statement of the business efficacy test in The Moorcock (1889) 14 PD 64 at 68 as seeking to give to the transaction “such efficacy as both parties must have intended that at all events it should have.” That included, in Bowen LJ’s …”