At EA Law, we specialise in litigation and regularly advise clients on how to mitigate legal risk through smart, proactive contract drafting. A recent decision by the Court of Appeal in KSY Juice Blends UK Ltd v. Citrosuco GmbH serves as a timely reminder of why clear, well-drafted agreements are essential—especially when it comes to pricing clauses in long-term supply contracts.
The Case: Commercial Certainty Meets Contractual Ambiguity
In KSY v. Citrosuco, the parties had entered into a three-year supply contract for “Wesos”—a byproduct of orange juice production. The contract included a fixed price for a portion of the goods but left the price for the majority of the tonnage to be “agreed each year.”
When market conditions changed, Citrosuco refused to take further deliveries, arguing that the contract was unenforceable in relation to the open-price portion—claiming it was merely an “agreement to agree.”
The High Court initially sided with Citrosuco, finding the contract too uncertain. But the Court of Appeal overturned that decision, holding that the contract was enforceable despite the open price clause, and that the courts could imply a term for a reasonable or market price under the right circumstances.
Why This Matters for Businesses
While the judgment offers reassurance that English courts will take a pragmatic, commercially-minded approach, it also underscores a deeper issue: contracts should never rely on the court to “fill in the gaps.”
This case was successful largely due to its specific context—longstanding commercial relationships, partial performance, and industry norms. Most businesses can’t afford to rely on such factors when a dispute arises.
Contract Drafting: The First Line of Defence Against Litigation
Poorly drafted contracts are one of the leading causes of commercial disputes we handle at EA Law. As this case shows, uncertain or vague pricing mechanisms can easily lead to high-stakes litigation. To avoid disputes like these, we advise that:
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Every key commercial term—especially price—should be clearly defined.
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Where flexibility is needed, include a fallback mechanism (e.g., reference to market rate, industry index, or expert determination).
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Include dispute resolution procedures to handle disagreements over variable terms.
A properly drafted contract is not just a document—it’s your business’s first and strongest shield in a legal dispute.
Need Contract Advice?
If your business is entering into complex commercial agreements or you’re concerned about an existing contract, contact EA Law today at businesslaw@ealaw-solicitors.com We’ll help you ensure your contracts are enforceable, effective, and tailored to your commercial objectives.