KSY Juice Blends UK Limited (Respondent) v Citrosuco GmbH (Appellant)

Case summary

Case ID

UKSC/2025/0115

Parties

Appellant(s)

Citrosuco GmbH

Respondent(s)

KSY Juice Blends UK Limited

Issue

Did the Court of Appeal err by implying a term into a contract for the sale of goods to the effect that the price was to be fixed, in the absence of agreement, at a reasonable or market price, notwithstanding the operation of section 8 of the Sale of Goods Act 1979 ("SOGA") and that the parties agreed to agree a price at a later date?

Facts

The appellant is a producer of orange juice. By a contract dated 18 May 2018, it agreed to supply a substance known as wesos to the respondent (the “2018 Contract”). Wesos is produced by subjecting residue orange pulp, obtained in the process of making orange juice, to a water extraction process. Wesos is a natural product in the sense that it is made only from oranges and water. It has a number of uses including (in some countries) being reconstituted into a drink similar to orange juice but more widely being used as a base for orange flavoured drinks. The parties agreed that a total quantity of 3,600MT of wesos would be delivered across a period of three years, at a notional rate of 1,200MT per year. Clause 3 of the 2018 Contract sets out the provisions on price. It refers to “free trucks”, which at trial was explained as a pricing strategy which involves providing free product on top of the contracted volume, thus aligning the price of the goods with the current market conditions. In summary, they provide that for the first 400 MT per year, a price invoiced at €1,600/MT but with free trucks being provided to reduce the effective price of the wesos to €1,350/MT. For the balance of 800 MT per year, a price to be agreed by the parties by December of the year preceding the delivery year, invoiced at €1,600/MT, with the provision of free trucks to achieve the effective price as agreed by the parties. The parties had agreed upon the price for part of the quantity of wesos under the 2018 Contract and therefore reached an enforceable agreement. The appellant contends, however, that as to the remainder of the quantity of wesos referred to in the 2018 Contract, the price was left open to be agreed subsequently and the contract is to that extent unenforceable, being a mere agreement to agree. The High Court judge agreed and dismissed the claim so far as concerns the 800MT, but granted permission to appeal to the Court of Appeal. The Court of Appeal overturned the judge’s decision and held that there was an implied term in the 2018 Contract to the effect that the price was to be fixed, in the absence of agreement, as a reasonable or market price and that this was not prohibited by operation of section 8 of SOGA. The appellant now appeals to the Supreme Court.

Date of issue

15 July 2025

Case origin

PTA

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