Striking a deal — say what you mean and mean what you say

Proton Energy Group SA v Public Company Orlen Lietuva [2013] EWHC 2872 (Comm)
The Proton case was first brought to the attention of the Commercial Court in February 2013, when an application for summary judgment was sought by the claimant, Proton. The summary issue to be determined was whether a legally binding contract had been concluded, and furthermore, whether expert evidence could be adduced to assist the court in deciding whether a binding contract had been formed. 

Interestingly, the court allowed Orlen to adduce evidence from a market expert to provide industry background regarding expectation as to when a contract would be deemed legally binding. The court dismissed Proton’s application for summary judgment holding that there was a real issue to be tried. The above decision follows the court’s assessment as to whether the parties were agreed on all the terms that were objectively regarded as essential for the formation of a legally binding contract. The case highlights the importance of ensuring any communications made during negotiations are clearly drafted and truly reflect a parties intentions.

Proton, a Swiss trader of oil and gasoline products and Orlen, a petroleum-refining company incorporated in Lithuania, exchanged emails regarding the sale and purchase of a crude oil mix. The following exchanges took place between the parties…

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