The Procter & Gamble Company & Ors v Svenska Cellulosa Aktiebolaget SCA & Anor [2012] EWCA Civ 1413 (01 November 2012)

The Procter & Gamble Company & Ors v Svenska Cellulosa Aktiebolaget SCA & Anor [2012] EWCA Civ 1413 (01 November 2012)

The contract did not provide, expressly or by necessary implication, for a fixed exchange rate for payment in sterling for goods supplied from Manchester. The prices were denominated in Euros, and payment in sterling was to be made at the prevailing exchange rate at the date of payment. The reference to a fixed exchange rate in the budget documents was for calculation purposes only and did not form part of the contractual terms. There was no basis for implying or rectifying a term to the contrary.

Citation
[2012] EWCA Civ 1413
Parties
Claimant/respondent: The Procter & Gamble Company; Claimant/respondent: Procter & Gamble International Operations SA; Claimant/respondent: Procter & Gamble Product Supply (U.K.) Limited; Defendant/appellant: Svenska Cellulosa Aktiebolaget SCA; Defendant/appellant: SCA Hygiene Products UK Limited
Jurisdiction
England and Wales
Judgment Date
01 November 2012
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Currency of Account and Payment, Interpretation of Contracts, Exchange Rate Risk, Rectification
Contract Law Commercial Law Implied Terms Currency of Account and Payment Interpretation of Contracts Exchange Rate Risk Rectification

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Parties

The Procter & Gamble Company

Claimant/respondent

Procter & Gamble International Operations SA

Claimant/respondent

Procter & Gamble Product Supply (U.K.) Limited

Claimant/respondent

Svenska Cellulosa Aktiebolaget SCA

Defendant/appellant

SCA Hygiene Products UK Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether the contract contained an implied term that payment in sterling for goods supplied from Manchester should be subject to a fixed exchange rate
  2. 2 Whether the contract should be construed or rectified to provide for a fixed exchange rate for payment in sterling

Ratio Decidendi

The contract did not provide, expressly or by necessary implication, for a fixed exchange rate for payment in sterling for goods supplied from Manchester. The prices were denominated in Euros, and payment in sterling was to be made at the prevailing exchange rate at the date of payment. The reference to a fixed exchange rate in the budget documents was for calculation purposes only and did not form part of the contractual terms. There was no basis for implying or rectifying a term to the contrary.

Court Disposition

Appeal dismissed

Orders

  • Judgment for the respondents (P&G)
  • No implied term as to fixed exchange rate for payment in sterling