In the long-standing dispute between VW and former supplier Prevent, the Higher Regional Court of Celle has set the dispute on a new course with its judgement of 8 December 2020 – Case 13 U 65/19 (Kart) (only in German).
The ruling was based on the following: the automotive supplier Prevent demanded a 25% price increase from VW for the products it supplied. After VW tried in vain to find out from Prevent what consequences could be expected if this demand was rejected, VW first agreed to the price adjustment and then terminated the contractual relation after a few months. To date, VW has mostly been successful in court, most recently before the Higher Regional Court of Düsseldorf (Judgment of 5 February 2020 – Case U (Kart) 4/19) (only in German), which considered the extraordinary termination pronounced by VW after such a price increase to be lawful.
Before the Higher Regional Court of Celle, VW wanted the validity of the termination against TWB, a subsidiary of Prevent, to be confirmed. However, contrary to what previous rulings in the matter had suggested, the Higher Regional Court of Celle held that VW’s unilateral termination was unlawful.
On extraordinary termination: Silence in the supply relation (not) good cause?
According to the Higher Regional Court of Celle, extraordinary termination is invalid. This would have required good cause in the terms of § 314 of the Civil Code, which is not the case here. In doing so, the Higher Regional Court states – in contrast to the Higher Regional Court of Düsseldorf – that good cause can in particular not be seen in the silence by Prevent. This does not constitute an implied threat to stop deliveries in the event VW fails to accept a price increase request.
No right of routine termination
There was also no right of routine termination. Such a right does not arise either from the framework supply agreement or from the other contents of the contract; to the contrary, a right of routine termination is precisely excluded by Section 2.1.1 of the Specifications. Accordingly, an understanding between the parties, i.e. an agreement, is required for the premature cessation of the contractual relation. In the view of the Higher Regional Court of Celle, this also results from the interests of the parties expressed in the nomination letter.
Compensation and outlook
In response to the cross complaint filed by the Prevent subsidiary, the Higher Regional Court of Celle also ruled that VW must pay it damage compensation.
It remains to be seen whether the ruling of the Higher Regional Court of Celle as a precedent (supplier-friendly) case will have an impact on ongoing and future proceedings.back