Commodities in Focus weekly – Enforceable contract or a mere "agreement to agree"

KSY Juice Blends UK Limited v Citrosuco GmbH [2025] EWCA Civ 760

In a recent appeal in KSY Juice Blends UK Limited v Citrosuco GmbH [2025] EWCA 760 the Court of Appeal considered whether a three-year long supply contract, which in respect of a certain part of quantity provided for a price to be fixed by a specific date was an enforceable contract. The Court of Appeal, disagreeing with the Commercial Court, found that the agreement was enforceable and that the lack of an agreed price was not fatal since a term was to be implied that in the absence of an agreement, the price was to be fixed as a reasonable or market price. The judgment provides useful guidance on the enforceability of contracts where price is left to be agreed in the future and whether they can be "saved" by implication of a term or whether they fail for uncertainty.

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