(ii) Potentially enforceable undertakings/rights resulting from the parties` contractual agreement (certain elements still to be resolved in the future on the basis of objective criteria or a specific mechanism that can be tried by the courts in accordance with the agreement of the parties) were a sales contract (the « SPA ») relating to a company`s shares. The complainant received approximately $16 million as his first consideration. The OSG also provided for deferred consideration through a provision for benefits for the applicant`s counselling services. The OSG explained that the applicant had « the opportunity » to provide his advisory services between the parties for a period of four years from the close of the SG and « another reasonably agreed period. The complainant provided his services for four years and received approximately $4 million in return, calculated according to a formula agreed to in the ASA. The applicant then sought an « appropriate extension » for the provision of his services, which the respondent refused to do. In the renegotiation clause, it said: « … In the event of a major physical or financial change in the circumstances affecting the operation of [Tatas` steelworks] or the operation [of the port] by ABP on September 15, 2007 or at any time after September 15, 2007, any party may notify the other party a notification requiring a renegotiation of the terms of that licence… the parties immediately attempt to adopt amended conditions reflecting such a change in circumstances and, in the absence of an agreement within six months… the case is referred to an arbitrator… Tata had the right to terminate in writing, also after 15 September 2007, the termination of the licence for twelve months if it closed the two local steel mills. In 2015, Tata set up one of its sites, but its other plants remained operational. In February 2016, as part of the renegotiation clause, Tata announced that amended licensing conditions had been requested, including a 50% reduction in fixed royalties.
Mr Tata said there had been a « big change in physical or financial circumstances » due to various market challenges facing the UK steel industry. These include the huge increase in cheap Chinese imports to Europe, which led to a sharp fall in domestic steel prices, the strong pound sterling that had made British exports uncompetitive and the increase in import duties imposed by the United States. THE UNWTO submitted that the renegotiation clause was und soured for reasons of uncertainty. In the first appeal, the High Court found that the applicant had an enforceable right to counselling services for the first four-year period, but was not entitled to do so for another period. The obligation on the parties to agree on the length of an additional period was not applicable, as it was an agreement that did not contain a « mechanism » or « objective standard » for the Tribunal to « conclude » on the duration of the extension. In a June 27, 2012 document, the parties « consolidate all existing correspondence agreements on the same expiry date » of February 28, 2015.