After selling their company, the sellers demanded additional consideration from the purchaser under the sale agreement, on the basis that the sales targets had been met. However, the agreement clarified that the additional consideration would apply only to sales of the company’s original products, whereas in practice the sales were of new products not included under this condition.
The Court rejected the sellers’ claim. In interpreting detailed commercial contracts entered into between sophisticated and represented parties, absolute precedence must be given to the clear wording of the contract. This preference is intended to reinforce commercial certainty and to allow the parties to rely on what is written, even if it is later argued that the outcome does not correspond with business logic or with their “true intentions.” Here, the parties were experienced and represented and the contract explicitly and unequivocally provided that the additional consideration would be payable only for sales of the existing products and not for sales of new products. Therefore, the sellers are not entitled to the additional payment.