Drafting Enforceable Price Review Clauses: Triggers, Indexation, Procedures, Application, Case Law and Sample Clauses under English Law
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Practice notes
Price review clauses are a familiar element of long-term energy agreements (and often appear in other enduring commercial arrangements). Their aim is to keep pricing aligned with market movement over time, for instance where regulatory frameworks shift, laws or taxes change, or other significant market conditions evolve.
What is a price review clause?
Price review provisions typically permit the adjustment of the price or cost for goods and/or services delivered under a long-term deal. They operate as a tool to minimise the risk of a bargain turning unprofitable if, say, the seller’s input costs rise sharply. Usually there is a defined “trigger event” — such as an increase in the underlying cost of raw materials — on the occurrence of which a party (most commonly the supplier) may start a review of price.
Such clauses can be enforceable where they are specific and tightly drafted; loose wording increases the chance that a court will find them unenforceable for lack of specificity, or even unreasonable contrary to the Wednesbury reasonableness test. See the case of Amberley v West...
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Web page updated on 21/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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