When parties enter into a contract, clarity around essential terms such as price, delivery, and performance is critical. Traditionally, uncertainty over key obligations risks rendering an agreement unenforceable. However, a recent Court of Appeal decision demonstrates the courts’ reluctance to allow commercial contracts to fail where the parties’ intention to contract is clear.

 

In KSY Juice Blends UK Ltd v Citrosuco GmbH (2025), a dispute arose under a supply contract where part of the pricing was left “open,” to be fixed by a certain date. The purchaser argued that the uncertainty made the contract unenforceable and sought to refuse delivery.

 

The Court of Appeal rejected that argument. It held that the contract was valid and enforceable, and that where pricing had not been agreed, a term should be implied that payment was to be made at a reasonable or market price.

This decision reinforces an important principle in contract law:
Where the parties’ intention to contract is clear and essential terms have been sufficiently agreed, the courts will strive to uphold the bargain.

 

Uncertainty in areas such as pricing will not necessarily defeat a contract. Instead, the courts may imply a term, often that a “reasonable” standard should apply, to give effect to the parties’ commercial intentions.

For businesses, the case highlights both reassurance and caution:

• Reassurance: Courts will not readily allow contracts to fail merely because not every detail is tied down, particularly in complex commercial settings where flexibility is common.
• Caution: Leaving critical terms such as price to be agreed later still creates risk. Implied terms may not reflect what either party ultimately intended, and disputes can be costly

The message is clear: Contracts should be drafted with as much precision as possible, especially on core terms like pricing. That said, KSY Juice Blends v Citrosuco confirms that where the intention to contract is evident, the courts will seek to give effect to it, even if this means stepping in to imply a reasonable term to preserve commercial certainty.

 

How we can help

 

Our team specialises in contractual disputes and commercial litigation. If you are uncertain about the terms of a contract, or facing issues similar to those highlighted in this case, please contact us. We can provide clear, practical advice tailored to your circumstances and help you protect your position.