Astral Foods Limited v The Competition Commission

Astral Foods Limited appealed to the Competition Appeal Court against an order of the Competition Tribunal approving its intermediate merger with Natchix, subject to conditions relating to the broiler industry. After implementation, disputes arose between Astral and certain independent customers (notably Daybreak Farms and Mike’s Chicken) over whether pre‑merger long‑term supply contracts were affected or invalidated by the merger conditions. The Tribunal, in a subsequent variation/clarification application, confirmed Astral’s interpretation that existing contracts remained valid, but this Court earlier held that the Tribunal lacked power to reinterpret an unambiguous order. Astral then appealed the original Merger Order, arguing that it failed to reflect the Tribunal’s true intention and imposed unreasonable and excessive conditions.

The late filing of the appeal was condoned, and the Merger Order was set aside and substituted to reflect the Tribunal’s true intention regarding existing long‑term supply contracts.

The case clarifies the Competition Appeal Court’s power to condone non‑compliance with statutory appeal periods in merger cases and affirms limits on the Competition Tribunal’s power when imposing merger conditions. It underscores that merger conditions must be reasonable, evidence‑based, and confined to addressing identified competition concerns without unjustifiably interfering with existing contractual rights.