SLB & Ors v PAK & Ors

SLB & Ors v PAK & Ors

The obligation to provide a refund guarantee within 120 days under Article X(A)(f) is not a condition but an innominate term. The contract does not expressly or by necessary implication make it a condition; breaches may range from trivial to grave; the contract provides a termination option with discharge of obligations, and the absence of interdependence between the refund guarantee and performance supports classification as innominate.

Parties
Claimants/appellants: SLB and Others; Defendants/respondents: PAK and Others
Jurisdiction
England and Wales
Judgment Date
03 February 2026
Procedural Posture
Appeal Under Arbitration Act 1996 S.69 / Judgment on Appeal
Outcome
Appeal dismissed
Legal Topics
Classification of Contractual Terms, Conditions Vs Innominate Terms, Shipbuilding Contracts, Refund Guarantees, Contractual Remedies, Termination Clauses
Commercial Law Arbitration Contract Law Classification of Contractual Terms Conditions Vs Innominate Terms Shipbuilding Contracts Refund Guarantees Contractual Remedies +1 more

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Parties

SLB and Others

Claimants/appellants

PAK and Others

Defendants/respondents

Procedural Posture

Appeal Under Arbitration Act 1996 S.69 / Judgment on Appeal

Legal Issues

  1. 1 Whether the obligation to provide a refund guarantee within 120 days under Article X(A)(f) of the shipbuilding contract is a condition or an innominate term

Ratio Decidendi

The obligation to provide a refund guarantee within 120 days under Article X(A)(f) is not a condition but an innominate term. The contract does not expressly or by necessary implication make it a condition; breaches may range from trivial to grave; the contract provides a termination option with discharge of obligations, and the absence of interdependence between the refund guarantee and performance supports classification as innominate.

Court Disposition

Appeal dismissed

Orders

  • The Tribunal's determination that Article X(A)(f) is an innominate term stands.
  • No error of law found; no entitlement to loss of bargain damages for breach of Article X(A)(f).