No price, no problem?

Court of Appeal confirms: contracts without an agreed price can still be enforceable - if the commercial context supports it

In KSY Juice Blends UK Ltd v Citrosuco GmbH [2025] EWCA Civ 760, the Court of Appeal overturned a High Court decision that a contract for the supply of orange juice pulp wash (WESOS) was unenforceable as an agreement to agree due to pricing uncertainty. The Court of Appeal held that a term could be implied requiring payment of a reasonable or market price, preserving the enforceability of the agreement.

1. Background

KSY and Citrosuco entered into a contract for the supply of WESOS, a by-product of orange juice production. The contract specified quantities but left the price to be agreed later. When the relationship broke down, When the relationship broke down, Citrosuco argued that the contract was void for uncertainty, as no price had been agreed.

2. Unenforceable agreement?

Citrosuco argued that the contract was no more than an “agreement to agree” and therefore unenforceable. Citrosuco relied on established legal commentary to argue that leaving price to future agreement meant the parties did not intend to be bound:

“the most natural inference to be drawn from the fact that the parties left such an important matters as to the price to be settled by further agreement was that they did not intend to be bound until they had agreed on price”

"If the price is left to be agreed upon subsequently between the parties, there will ordinarily be no binding contract, on the grounds of uncertainty, unless and until they later reach agreement on a price"

They also cited case law (May & Butcher Ltd v R [1934] 2 KB 17), where an agreement to agree was held unenforceable in the context of section 8 of the Sale of Goods Act 1893 (it being noted that the first sentence of section 8(2) of the Sale of Goods Act 1893 contains materially the same language as section 8(2) of the Sale of Goods Act 1979).

3. Sale of Goods Act 1979

The Court of Appeal disagreed. It held that this case was distinguishable from May & Butcher and similar authorities. Under section 8(1) of the Sale of Goods Act 1979, a price may be fixed by the contract, left to be determined in an agreed manner, or inferred from prior dealings. Where none of these apply, section 8(2) provides that the buyer must pay a reasonable price, determined by the facts and commercial context.

The Court found that the parties clearly intended to be bound, had a history of trading on flexible terms, and that there were objective benchmarks - notably, the price of frozen concentrated orange juice - that could be used to determine a reasonable price. As Zacaroli LJ stated:

“The fact that there was no separate market, from which market prices could be observed, is of little consequence given the finding that the price of Wesos tracked the price of FCOJ, for which there was a functioning market in which the prices at which FCOJ was bought and sold were readily available, and that Wesos traded at around 70% of the price of FCOJ. In my judgment, the difficulties are not such as to preclude the parties having intended to conclude a binding contract on the basis that the price would be fixed by reference to an objectively reasonable price, if necessary by a court, in the absence of agreement.”

(para. 66)

The Court of Appeal concluded that, in the circumstances, a term should be implied under section 8(2) of the Sale of Goods Act 1979 requiring payment of a reasonable price. The contract was therefore enforceable despite the absence of an agreed price.

4. What businesses need to know

1. ✅ A contract may still be binding even if the price is left to be agreed later - especially where there’s clear commercial intent and objective pricing indicators.
2. ✅ Section 8(2) of the Sale of Goods Act 1979 provides a statutory safety net, allowing courts to imply a reasonable price where none has been agreed.
3. ✅ Courts will look at the full commercial context - including prior dealings, market practice, and available benchmarks - before deciding whether to imply terms.
4. ✅ Businesses should be cautious when drafting agreements that leave key terms open. But where there’s a clear intention to trade and a workable pricing framework, the courts may step in to uphold the deal.