SY RORO 1 PTE Ltd v Onorato Armatori SRI: Dispute Over Termination of Bareboat Charters Clarifies Importance of Clear Contractual Terms

Citation: [2024] EWHC 611 (Comm)
Judgment on


The case of SY RORO 1 PTE Ltd & Anor v Onorato Armatori SRI & Ors [2024] EWHC 611 (Comm) revolves around a dispute concerning the termination of a series of back-to-back bareboat charters. The case was presided over by the Honorable Sir William Blair in the High Court of Justice, Business and Property Courts of England & Wales, King’s Bench Division, Commercial Court. This article sets forth a dissection of the key legal principles applied within the judgment, aligned with the rulings relevant to the objectives sought by each party involved.

Key Facts

The controversy surrounds two Ro-Ro ferries that were part of a financing structure through a series of charters. A termbreak in the agreements, known as a Termination Event, precipitated the dispute: one where a Control Change resulted in Onorato Armatori’s (the Charter Guarantor) shareholdings in a subsidiary (Moby SPA, the Sub-Charterer) dropping to 51%. SY RORO 1 PTE Ltd and SY RORO 2 PTE Ltd, the Claimants, argued that they rightfully terminated the Head Charters and sought vessel redelivery, which the Defendants, comprising companies within the Onorato group, resisted. Key to the proceedings is the function and interpretation of the Multipartite Agreements (MPAs), which sat over the series of charters.

Several legal principles underpin this case, notably:

  1. Nature of Charterparty Agreements: The contractual nature and provisions within charterparties, especially the termination clauses, are crucial. Termination Events leading to charters’ cessation were meticulously scrutinized under English law.

  2. Existence of Sub-Bailments: The dispute hinged on whether sub-bailments under the Sub-Charters and Sub-Sub Charters ceased automatically upon termination of the head charters.

  3. Implied Terms and Election: An evaluation was made of whether delay in acting on the right to terminate could result in loss of that right or constitute an election not to terminate, through implied terms or principles of election.

  4. Abuse of Process: The notion of process abuse was considered in the context of relitigating issues already decided within arbitration, though it was ultimately rejected.

  5. Relief against Forfeiture: The Tribunal and the court considered the equitable remedy of relief against forfeiture in commercial contexts, specifically whether discretionary relief is appropriate given the proportionality between the gravity of the breach (or event) and the consequences of termination.

  6. Specific Performance and Guarantees: Whether specific performance can be invoked against a guarantor for non-monetary obligations and the extent to which it is enforceable when it involves a complex series of actions.

The case also tapped into principles of commercial certainty, the need for express clarity in termination provisions, and the importance of adherence to agreed contractual terms in financing transactions.


The judgment concluded with the following primary outcomes:

  1. The Sub-Charters and Sub-Sub-Charters were deemed to have terminated automatically with the head charters’ termination based on the particular contractual arrangements in place, despite no explicit determination of the points in arbitration.

  2. Owners were correct in instructing redelivery of the Vessels, which must take place immediately, and they were justified in terminating the charters.

  3. The request for relief against forfeiture by the Sub-Charterers and Sub-Sub-Charterers was denied on discretion grounds. The court held that enforcement of the contractual terms, which the parties freely negotiated, was paramount despite the arguably disproportionate economic consequences.

  4. Specific performance against the Charter Guarantor for non-monetary obligations was considered uncertain, and thus, the court declined to issue such a command.

  5. The Defendants were not entitled to indemnity.


The judgment in SY RORO 1 PTE Ltd & Anor v Onorato Armatori SRI & Ors reinforces the significance of clear contractual terms, especially concerning termination clauses in financing structures. It emphasizes the importance of adhering to the commercial agreements and upholds the principle that relief against forfeiture, although available in equity, is sparingly applied in commercial situations where contractual bargains must be respected. The ruling also confirms the court’s commitment to maintaining commercial certainty and underscores the limitations of securing specific performance for non-monetary obligations in complex commercial settings. The outcome elucidates on the necessity for parties in commercial agreements to anticipate and address the possibilities of termination events, demonstrating the serious implications such occurrences can wield within multifaceted financial transactions.