CL-2024-000678 - [2025] EWHC 2531 (Comm)

Article 4(A)(1) is concerned with the price at which AML was to sell cars to AMMENA. It provides as follows:

“Article 4 Purchase of Products

A.

Terms and Conditions

Save where the Company and the Distributor expressly agree otherwise in writing the Supply of Products by the Company to the Distributor shall be governed by the terms and conditions of this Agreement and in particular:

(1)

Subject to Article 3A(3), the price for Products shall be set on a regional basis so that (a) the Company’s price for export (from its UK premises) to the Territory in force at the time of delivery shall not be materially higher than the UK factory price applicable to other territories, (b) the Company’s price to the Distributor, net of all margins, commissions, and other fees payable in respect of such sales, shall be in line with that applicable to other territories /or equivalent vehicles with similar specifications, and (c) such price together with other freight, packing, insurance, forwarding charges (including demurrage and storage, if any) shall be payable in such currency as may be specified by the Company from time to time and if not so specified, in Sterling.”

This text uses a number of defined terms, indicated by the use of an initial upper-case letter. In particular, “the Company” and “the Distributor” mean AML and AMMENA, respectively. When setting out this provision in the Award, the Tribunal did so having substituted “AML” and “AMMENA” for “the Company” and “the Distributor” (and with similar substitutions for some other defined terms). This was appropriate, although I have chosen to reproduce the text without any such substitutions.

It was common ground that, in limbs (a) and (b), the phrases “the Company’s price for export (from its UK premises) to the Territory” and “the Company’s price to the Distributor” both refer to the price that AML was to charge AMMENA.

The focus of AMMENA’s appeal, and thus of much of the submissions to me, was on the meaning of the phrase that defines the comparator in limb (a) – as follows:

“… the UK factory price applicable to other territories…”

AML’s submissions also paid some attention to the equivalent comparator in limb (b) – i.e.:

“… [the Company’s price] applicable to other territories for equivalent vehicles with similar specifications…”

Neither of these phrases contains a defined term. In particular, the word “price” is not defined.