Two parties entered into a cooperation agreement to supply medical equipment to the Hungarian government, but after a preliminary conversation, the intermediary made it clear to the supplier that Hungary had “fallen out of step.” The equipment supplier contacted another intermediary and communicated with the Hungarian government through him, despite a non-reciprocity clause in their agreement that also stipulated that the intermediary must be transparent regarding the identity of the party with whom the intermediary wished to communicate.
The court ruled that the equipment supplier acted lawfully. When it comes to a contract entered into between business parties, the language of the contract has primacy and must be reconciled with business logic. Here, there are two business parties, with the non-circumvention clause stipulating that the intermediary must act transparently towards the supplier and must confirm the content of the request and the identity of the party to the supplier or create a connection between the supplier and the party, so as not to unduly restrict the supplier. Therefore, after the intermediary itself informed the supplier that activities in Hungary were irrelevant and that the relationship with him had not been developed, the supplier was entitled to try to promote the relationship with the Hungarian government through another intermediary. Therefore, the supplier did not breach the contract with the intermediary.
