Failure To Agree Certain Important Points Does Not Invalidate Contract

Erdenet, a Mongolian company, had contracted to sell copper concentrates to MRI, a Swiss Trading Company. Following disputes, the parties entered into a settlement agreement which provided for further deliveries under three future contracts, drafts of which were attached to the settlement agreement and signed by the parties. Erdenet complied with the first two contracts but refused to deliver under the third. The third contract stated that the treatment charge, refining charge and shipping schedule "shall be agreed".

MRI referred the dispute to arbitration under the contract. The arbitration tribunal concluded that it could rely only on the wording of the third contract when considering its interpretation. As important information had not been agreed, the contract was unenforceable for lack of certainty. The High Court allowed MRI's appeal. Erdenet appealed to the Court of Appeal.