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The Slovak Constitutional Court rejects formalistic approach

The Slovak Constitutional Court ruled that a purely semantical claim is not permissible under Slovak law. Here are the facts:

A company, as a buyer, concluded an exclusive purchase framework agreement with the seller. The buyer could order goods – glass cups with the buyer’s logo – only from the seller. This obligation was secured by a contractual penalty. Each year, both parties renewed the prices. The cooperation went smoothly, until the buyer sent the following message to the seller: “… the management of our company has decided to terminate the cooperation with your company regarding the glass cups with the company logo.” The seller viewed this message as an invalid termination, and ignored it. Its argument was the message did not contain the buyer’s intention to terminate the contract, since it contained only the information that the management had decided to terminate the cooperation. According to seller, the message did not contain the information that the buyer actually terminated the contract.

The seller waited a year, found that the buyer had ordered glass cups from a different company, and started litigation. The seller – now claimant – demanded damages, lost profit and the contractual penalty. The district court rejected the damages and the lost profit claims, but confirmed the contractual penalty. The appellate court rejected the seller’s claim in the entirety. The Supreme Court rejected an extraordinary appeal, too, causing the claimant to file a petition at the Slovak Constitutional Court.

The Slovak Constitutional Court stated that the seller has presented the whole dispute strictly formally. The will to terminate the agreement was given in the buyer’s message. The Slovak Constitutional Court qualified the acting of the claimant as opportunistic and rejected its petition.