The second issue was whether the defendant’s alternative obligation (pay the EUR 30 million fee) should be modified, mitigated or reduced in some way in light of the current COVID-19 circumstances. The Court rejected this change-of-circumstances defence. The Court noted that the fee allocates risk and expresses commitment, and caps the defendant’s exposure. This purpose would not be accomplished if the fee were to be reduced based on a decline in the value of the business. In that scenario, any downturn would make it that much easier to walk away. It makes sense to demand strict performance in a scenario where this preserves the contractual risk allocation and puts the defendant in an enviable position in a crisis: walking away with capped exposure, even at a high upfront price. The payment of the fee is the best way to preserve the parties’ contractual equilibrium. The best course is to rely on the parties’ judgement and enforce the fee as written.