Silence in the sup­p­ly rela­ti­onship as a thre­at and grounds for termination?

Sum­ma­ry of the facts

The Hig­her Regio­nal Court of Düs­sel­dorf had to rule on part of the dis­pu­te bet­ween VW and Pre­vent. The ruling was based on the fol­lo­wing: Two com­pa­nies belon­ging to the auto­mo­ti­ve sup­pli­er Pre­vent deman­ded a 25% pri­ce increase from VW for the seat shells they sup­pli­ed. VW tried in vain to find out from Pre­vent what con­se­quen­ces could be expec­ted if the demand was rejec­ted. VW initi­al­ly agreed to the pri­ce demands, but ter­mi­na­ted the con­trac­tu­al rela­ti­onship after a few months. Pre­vent chal­len­ged this in court. The Hig­her Regio­nal Court of Düs­sel­dorf upheld the ruling of the lower court (Regio­nal Court of Dort­mund) and declared one of the ter­mi­na­ti­ons to be valid.

Silence can jus­ti­fy termination

Accor­ding to the Hig­her Regio­nal Court, the (unju­s­ti­fied) demand for a pri­ce increase does not in its­elf con­sti­tu­te grounds for termination.

Howe­ver, such a demand can beco­me legal­ly rele­vant if the con­trac­tu­al part­ner can expect a deli­very stop in the absence of a pri­ce adjus­t­ment. Accor­ding to the (high­ly debata­ble) decis­i­on of the Hig­her Regio­nal Court, this was the case here. The Hig­her Regio­nal Court sta­tes that it amounts to ‘black­mail’ if the con­trac­tu­al part­ner is left in the dark about the con­se­quen­ces of rejec­ting the demand for a pri­ce increase. In this respect, the decis­i­on fol­lows the approach of the Hig­her Regio­nal Court of Colo­gne (judgment of 17 July 2009, 19 U 20/09). Accor­ding to this, such beha­viour des­troys the neces­sa­ry rela­ti­onship of trust bet­ween the par­ties. Adhe­rence to the con­tract was unre­asonable becau­se VW was urgen­tly depen­dent on the pro­per and relia­ble per­for­mance of exis­ting con­tracts by the con­trac­tu­al part­ner for the ope­ra­ti­on of its own business.

Com­mu­ni­ca­ti­on is everything

Opi­ni­ons may well be divi­ded on the grounds for the jud­ge­ment of the Hig­her Regio­nal Court of Düs­sel­dorf, also in view of some of the wor­ding used the­r­ein. Nevert­hel­ess, until fur­ther noti­ce (both par­ties have lodged appeals against the refu­sal of lea­ve to appeal to the Fede­ral Court of Jus­ti­ce), its assess­ments must be taken into account: regard­less of whe­ther the demand for a con­tract adjus­t­ment is jus­ti­fied or not, com­mu­ni­ca­ti­on bet­ween the par­ties should remain trans­pa­rent and be con­side­red in the over­all con­text of the busi­ness relationship.