Mind the gap (in contracts)

Brian Perrott, of Holman Fenwick Willan, and Stewart Buckingham, of Quadrant Chambers, review a recent case involving the sale and purchase of two cargoes of soyabeans

In commodities contracts, it is common for parties to specifically negotiate terms, filling the gaps with references to standard terms and conditions to ensure there is an underlying contractual regime. However, there is significant potential for disputes over such contracts, aptly illustrated by the recent case of A v B, Queen’s Bench Division (in the English Commercial Court), No 793, if it is not clear which of the standard terms are, and which are not, intended to be incorporated. If a contract contains bespoke clauses designed to vary a set of incorporated standard terms, the parties should take care.