Court Dismisses Application to Set Aside Arbitration Award Due to Lack of Jurisdiction Following Dispute Over Contract Formation and Estoppel

Citation: [2023] EWHC 880 (Comm)
Judgment on


In the case of Emirates Shipping Line DMCEST v Gold Star Line Ltd [2023] EWHC 880 (Comm), the High Court of Justice (Commercial Court) analyzed an application under section 67 of the Arbitration Act 1996 to set aside an arbitration award on the grounds of jurisdiction. The decision turned on the question of whether there was a binding arbitration agreement between the parties through a series of legal doctrines related to contract formation and estoppel.

Key Facts

The parties participated in a dispute stemming from a Memorandum of Understanding (MOU) related to a container shipping line operation. Emirates Shipping Line (ESL) claimed it was a party to the 2018 MOU, which included an arbitration clause, whereas Gold Star Line Ltd (GSL) contested this. The central issues revolved around whether ESL was a party to the MOU (thus part of the arbitration agreement) and how this impacted their contractual responsibilities related to a cargo damage incident.

1. Formation and Interpretation of Contracts

The court applied principles of contractual interpretation to investigate whether ESL was bound by the MOU’s terms. The MOU’s objective terms and the entire correspondence sequence were scrutinized to ascertain a coincidence of offer and acceptance. The court followed principles established in cases such as Fiona Trust & Holding Corp v Privalov and reinforced the objective approach to evidence for implied agreement ([Fiona Trust & Holding Corp. v Privalov, [2007] UKHL 40; [2008] 1 Lloyd’s Rep. 254]).

2. Estoppel by Representation and Promissory Estoppel

The court considered whether GSL’s conduct could result in an estoppel, barring them from contesting ESL’s party status in the MOU. Estoppel by representation requires a promise not to enforce one’s strict legal rights, influenced by reliance to the point where it is considered unconscionable to resile. The references for the principles applied came from significant cases such as Tinkler v HMRC ([2021] UKSC 39; [2023] AC 886) and HMRC v Benchdollar Ltd. ([2009] EWHC 1310 (Ch.); [2010] 1 All ER 174).

3. Estoppel by Convention

The court analyzed whether a shared assumption between the parties could induce estoppel by convention. It examined the premise that the parties’ assumption derived from a mutual understanding, with reliance and a measure of detriment ([Tinkler v HMRC, [2021] UKSC 39; [2023] AC 886]).

4. Duty to Speak (Estoppel by Silence or Acquiescence)

The duty to speak is predicated upon one party understanding the other’s actions under a false assumption of a binding obligation, where silence contributes to the misconception. This involves notions from cases such as Spiro v Lintern ([1973] 1 WLR 1002) and The Henrik Sif ([1982] 1 Lloyd’s Rep. 456).

5. Arbitration Clause and Jurisdiction

The court explored whether an estoppel could establish jurisdiction for an arbitration tribunal, touching upon decisions like The Eleni P ([2014] EWHC 2402 (Comm); [2015] 1 Lloyd’s Rep. 461), and the distinction between establishing jurisdiction through estoppel versus using estoppel defensively.


The court dismissed ESL’s application, upholding the Tribunal’s initial decision that it lacked jurisdiction. ESL failed to establish that it was a party to the 2018 MOU, nor could estoppel be employed to oblige GSL to adhere to the arbitration clause within.


The case of Emirates Shipping Line DMCEST v Gold Star Line Ltd exemplifies the complexities of contract law and the intricacies involved in the application of estoppel doctrines. The judgment emphasizes the importance of clear contractual terms and objective interpretation in establishing the basis for jurisdiction, particularly in arbitration proceedings. It also delineates the boundaries of estoppel as a tool for enforcing legal rights or as a means to establish jurisdiction, contributing to the corpus of case law in commercial and arbitral disputes.