Key Facts
- •Dispute over redelivery of two Ro-Ro ferries following termination of bareboat charters.
- •Back-to-back charter structure involving multiple Italian companies (Onorato group) and Singaporean owners (Siem group).
- •Arbitral tribunal ordered redelivery but was not complied with.
- •Multipartite Agreements (MPAs) govern the relationships between all parties, subject to English law and jurisdiction.
- •Change of control event triggered termination of head charters, leading to dispute over automatic termination of sub-charters.
- •Owners sought redelivery under MPAs, while Defendants argued against automatic termination and claimed relief against forfeiture.
Legal Principles
Automatic termination of sub-leases upon termination of head lease in land law.
Land law principles
Relief against forfeiture in leases of chattels.
Equity
Abuse of process to relitigate issues already determined in arbitration.
PJSC National Bank Trust v Mints [2022] 1 W.L.R. 3099; Arts and Antiques Ltd v Richards [2014] Lloyd's Rep IR 219; Parakou Shipping Pte Ltd v Jinhui Shipping and Transportation Ltd [2010] HKCFI 817
Specific performance of contractual obligations, including by guarantors.
Co-Operative Insurance Society Limited v Argyll Stores (Holdings) Ltd [1997] 2 W.L.R. 898
Discretion to grant relief against forfeiture considering proportionality of consequences.
Shiloh Spinners v Harding [1973] AC 691; The Jotunheim [2005] 1 Lloyd’s Rep. 181; Celestial Aviation Trading 71 Ltd v Paramount Airways Pvt Ltd [2011] 1 Lloyd’s Rep. 9; The Courage and The Amethyst [2022] EWHC 452 (Comm); Cukurova Finance International Ltd v Alfa Telecom Turkey Ltd [2016] AC 923; Manchester Ship Canal v Vauxhall Motors Ltd [2020] AC 1161
Outcomes
Defendants' abuse of process claim dismissed.
No determination regarding sub-charterers in arbitration; unfair to deprive them of opportunity to present their case.
Sub-charters and sub-sub-charters terminated upon termination of head charters.
Contractual arrangements and commercial purpose of MPAs; head charters' termination removed foundation for sub-charters.
Defendants obliged to redeliver vessels under MPAs.
Owners' October 2023 notices validly instructed redelivery; sufficient specificity.
Defendants' claim for relief against forfeiture dismissed.
Disproportionate consequences of forfeiture; Owners' legitimate interest in shareholding; commercial certainty.
Claim against Charter Guarantor for specific performance dismissed.
Relief sought too vague; specific performance of non-monetary obligations by guarantor unusual and problematic.