Legal Question in Business Law in Germany

Bona Fide Written Offer

My company is a party to a long term contract pursuant to which we purchase a commodity in Poland. This contract includes a price reopener provision that states that if the Seller receives a bona fide firm written offer to purchase comparable quantities of the commodity under similar terms and conditions and for a price that is at least 12.5% higher than the contract price, the Seller can then request good faith negotiations on the contract price. The Seller claims that they have received a bona fide offer, but thus far, they have refused to disclose the offer to us. We have offered to let the Seller provide a redacted version of the offer so that we could not identify the entity who provided the offer, with third-party verification to confirm that Seller has disclosed the entire offer and that the third-party is capable of following through on their offer.

Does my company have a legal basis for expecting the Seller to disclose the terms of the offer to us, plus third-party verification, even though the contract does not explicitly state that Seller must disclose the offer?

Our contract is subject to Polish law.

Thank you.


Asked on 2/07/08, 10:18 am

1 Answer from Attorneys
Daniel Pepper Pepper Law Group, LLC

Re: Bona Fide Written Offer

To preface, I know nothing about Polish law, so there may be areas of this law that may affect your rights. It is certainly reasonable to expect some form of evidence of the offer, but absent a clear provision in the agreement requiring the seller to provide it to you, they may not need to do so.

Of course, there may be other provisions of the agreement that could affect the seller's obligations and your rights, so without a full review of the agreement it is impossible to give you a complete answer.

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Answered on 2/07/08, 10:49 am


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