KSY Juice Blends UK Limited v Citrosuco GmbH

KSY Juice Blends UK Limited v Citrosuco GmbH

The 2018 Contract was enforceable only for the fixed 400 MT per year at an agreed price. The balance of 800 MT per year was unenforceable as an agreement to agree, as no price or mechanism for fixing price was agreed or could be implied. No claim for price or damages for the 800 MT could succeed. The Claimant was not entitled to terminate for repudiatory breach or claim damages for non-acceptance or following termination for the 800 MT.

Parties
Claimant: KSY Juice Blends UK Limited; Defendant: Citrosuco GmbH
Jurisdiction
England and Wales
Judgment Date
08 September 2024
Procedural Posture
Commercial Contract Dispute / Final Judgment After Trial
Outcome
Claim dismissed except for admitted sum; contract unenforceable beyond 400 MT per year
Legal Topics
Sale of Goods, Agreement to Agree, Damages for Breach of Contract, Contractual Interpretation
Commercial Law Contract Law Sale of Goods Agreement to Agree Damages for Breach of Contract Contractual Interpretation

Case Brief

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Parties

KSY Juice Blends UK Limited

Claimant

Citrosuco GmbH

Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment After Trial

Legal Issues

  1. 1 Whether the 2018 Contract was enforceable beyond 400 MT per year or was an unenforceable agreement to agree for the balance of 800 MT per year
  2. 2 Whether a contractual price was agreed for the 800 MT per year
  3. 3 Whether the Claimant was entitled to the contractual price or damages for non-acceptance

Ratio Decidendi

The 2018 Contract was enforceable only for the fixed 400 MT per year at an agreed price. The balance of 800 MT per year was unenforceable as an agreement to agree, as no price or mechanism for fixing price was agreed or could be implied. No claim for price or damages for the 800 MT could succeed. The Claimant was not entitled to terminate for repudiatory breach or claim damages for non-acceptance or following termination for the 800 MT.

Court Disposition

Claim dismissed except for admitted sum; contract unenforceable beyond 400 MT per year

Orders

  • Claim for price or damages for 800 MT per year dismissed
  • Claimant entitled only to admitted sum for 42 MT delivered and unpaid (€64,287.72), subject to set-off/cross-claim