MRI Trading AG v Erdenet Mining Corporation LLC

MRI Trading AG v Erdenet Mining Corporation LLC

The 2010 contract was enforceable because the parties intended to be bound, and any uncertainty regarding treatment charge, refining charge, and shipping schedule could be resolved by implying terms of reasonableness or by arbitration. The arbitrators erred in law by failing to consider the context of the Settlement Agreement and the parties' intention, and by not implying necessary terms to give effect to the contract.

Parties
Respondent: MRI Trading AG; Appellant: Erdenet Mining Corporation LLC
Jurisdiction
England and Wales
Judgment Date
08 March 2013
Procedural Posture
Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal
Outcome
Appeal dismissed; High Court decision upheld
Legal Topics
Enforceability of Contracts, Agreements to Agree, Certainty in Contract Law, Implication of Terms, Arbitration Awards
Commercial Law Arbitration Enforceability of Contracts Agreements to Agree Certainty in Contract Law Implication of Terms Arbitration Awards

Case Brief

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Parties

MRI Trading AG

Respondent

Erdenet Mining Corporation LLC

Appellant

Procedural Posture

Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Whether the 2010 contract between MRI and EMC was unenforceable as an agreement to agree or too uncertain to be enforced
  2. 2 Whether the arbitrators erred in law in finding no enforceable obligation to deliver copper concentrates under the 2010 contract
  3. 3 Whether the High Court was correct to set aside the arbitration award and substitute its own conclusion

Ratio Decidendi

The 2010 contract was enforceable because the parties intended to be bound, and any uncertainty regarding treatment charge, refining charge, and shipping schedule could be resolved by implying terms of reasonableness or by arbitration. The arbitrators erred in law by failing to consider the context of the Settlement Agreement and the parties' intention, and by not implying necessary terms to give effect to the contract.

Court Disposition

Appeal dismissed; High Court decision upheld

Orders

  • Arbitration award set aside to the extent inconsistent with the High Court's decision
  • No remission to the arbitral tribunal; enforceability of the 2010 contract confirmed