DHL Project & Chartering Limited v Gemini Ocean Shipping Co Limited
[2022] EWCA Civ 1555
Emirates Shipping Line DMCEST v Gold Star Line Ltd
25 April 2023
[2023] EWHC 880 (Comm)
High Court
ESL bought slots on a ship and later joined a shipping club. They argued a prior agreement applied to both, but the judge said they were separate deals, so the initial agreement's rules didn't cover the slot purchase, and ESL lost.
Key Facts
- •Emirates Shipping Line (ESL) sought to set aside an arbitration award declaring the tribunal lacked jurisdiction.
- •The dispute centered on whether ESL was a party to a Memorandum of Understanding (MOU) dated 24 April 2018, containing an LMAA arbitration clause.
- •ESL argued it became a party through a slot purchase agreement and subsequent vessel provision within a container shipping consortium.
- •The tribunal lacked sufficient evidence to determine ESL's participation in the MOU.
- •ESL presented three arguments: express contract, implied contract, and estoppel.
- •Substantial email correspondence between ESL and Gold Star Line (GSL) was examined.
- •ESL participated in the consortium, purchasing slots and eventually providing a vessel.
- •A cargo claim arose from damage during a typhoon, leading to the arbitration dispute.
- •GSL denied ESL's participation in the MOU and the arbitration clause.
Legal Principles
An application under s. 67 of the Arbitration Act 1996 proceeds by way of a rehearing de novo.
Arbitration Act 1996, section 67
Contractual interpretation is approached objectively, referencing the parties' deemed intention at the contract's date.
Chitty on Contracts (34th ed.) paras 4-032ff; Carver on Charterparties (2nd ed.) para. 2-027; Cartwright on the Formation and Variation of Contracts (3rd ed.) para. 3-05
Estoppel cannot create a new cause of action but can prevent a party from relying on a defense.
Chitty on Contracts (op.cit) paras 6-106 to 6-107
Promissory estoppel requires a clear promise, intention to affect legal relations, reliance, and inequitability to withdraw.
Various case law cited, including Tinkler v HMRC
Estoppel by convention requires a shared assumption, responsibility, reliance, and detriment or benefit making it unjust to assert the true legal position.
Various case law cited, including Tinkler v HMRC
A duty to speak arises when a reasonable person would expect disclosure of facts to prevent disadvantage to another party mistaken about their rights.
Spiro v Lintern, The Henrik Sif, Wilkins, The Law of Variation, Waiver and Estoppel
Outcomes
ESL's application to set aside the arbitration award was dismissed.
The court found no express or implied contract incorporating the MOU's arbitration clause into the slot purchase agreement. Estoppel arguments also failed due to lack of clear representation, reliance, and unconscionability.
The tribunal's conclusion that it lacked jurisdiction was upheld.
The court determined the slot purchase was a separate contract from ESL's later participation in the consortium. ESL's arguments based on express contract, implied contract, and estoppel were rejected.
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