LM-2025-000186 - [2025] EWHC 2098 (Comm)

TUI BEL claims €603,535 from SLX EST in respect of these claims, and TUI NED claims €75,375 from SLX LAT. The presentation of these claims has been complicated by reason of the Claimants originally claiming in the Particulars of Claim the full amount of them, totalling €1,528,025 (including sums said to be due to TUI AIR) from SLX EST. This total has now been broken down to its constituent elements, and the individual sums claimed by each of TUI BEL and TUI NED are pursued separately. The claim that the full sum can be recovered from SLX EST is no longer pursued.

There is, as I understand it, no dispute as to the figures. The total of €1,528,025 was agreed as part of a reconciliation exercise described by Mr Martens in paragraphs 17 to 23 of his witness statement. The breakdown as between the different Claimants is a matter of calculation, as set out in paragraph 25 of Mr Martens’ statement, the accuracy of which is not disputed.

SLX EST and SLX LAT do however contend that it was an implied term of the CTA that TUI BEL and TUI NED would cooperate reasonably in the reconciliation of sums due under Annex D of the CTA, which it is alleged that TUI BEL and TUI NED were in breach of by demanding payment of the full amount from SLX EST, and not providing adequate supporting documentation. In circumstances where the figures were in fact agreed as part of the reconciliation process, I do not consider that this gives rise to a defence to this aspect of the claim.

SLX EST and SLX LAT further contend that there was an implied term under the ASLAs that no sum would be payable by any Defendant to the Claimants under Annex D to the CTA until after “(1) the parties had reached agreement on such sum (such agreement not to be unreasonably withheld by either party) and (2) a further reasonable period had passed within which payment may be made; or alternatively only step (1)”. I do not consider that there is scope for such a term to be implied, which would not seem to be necessary, or viable (including that it might lead to deadlock if two reasonable but different positions were held). But again, in circumstances where the underlying figures have in fact been agreed, I do not consider that this gives rise to a defence to this aspect of the claim.