Caselaw Digest
Caselaw Digest

SY Roro 1 PTE Ltd & Anor v Onorato Armatori SRI & Ors

21 March 2024
[2024] EWHC 611 (Comm)
High Court
A company bought ferries using a complicated loan deal with a series of linked rental agreements. When one part of the deal broke down, the ferry owners wanted the ferries back but the other companies refused. The court said the owners could get the ferries back and the other companies couldn't get out of their deal. The court didn’t think it was fair to let the companies keep the ferries, especially because they hadn't done anything wrong to cause the problem.

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.

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