Inta Navigation Ltd & Anor v Ranch Investments Ltd & Anor [2009] EWHC 1216 (Comm) (05 June 2009)

Inta Navigation Ltd & Anor v Ranch Investments Ltd & Anor [2009] EWHC 1216 (Comm) (05 June 2009)

Clause 25, properly construed against the relevant background, means that the buyers' right of first refusal is to purchase the vessel on the same terms as those on which the sellers have decided to sell to a third party, not on the original MOA terms. The tribunal's construction was wrong and commercially unreasonable, and the awards of damages based on that construction must be set aside.

Citation
[2009] EWHC 1216 (Comm)
Parties
Claimant: INTA NAVIGATION LTD; Claimant: GENEL DENIZCILIK NAKLIY ATI AS; Defendant (folio 736), Claimant (folio 829): RANCH INVESTMENTS LTD; Defendant (folio 736), Claimant (folio 829): WAH KWONG SHIPPING HOLDINGS LTD; Defendant (folio 829): GRENADINE MARITIME SA; Defendant (folio 829): CENTROFIN MANAGEMENT INC
Jurisdiction
England and Wales
Judgment Date
05 June 2009
Procedural Posture
Appeal From Arbitration Award / Judgment on Appeal
Outcome
Appeals allowed; arbitration awards set aside
Legal Topics
Construction of Contract Terms, Right of First Refusal, Damages for Breach of Contract, Arbitration Appeals
Commercial Law Arbitration Contract Law Shipping Law Construction of Contract Terms Right of First Refusal Damages for Breach of Contract Arbitration Appeals

Case Brief

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Parties

INTA NAVIGATION LTD

Claimant

GENEL DENIZCILIK NAKLIY ATI AS

Claimant

RANCH INVESTMENTS LTD

Defendant (folio 736), Claimant (folio 829)

WAH KWONG SHIPPING HOLDINGS LTD

Defendant (folio 736), Claimant (folio 829)

GRENADINE MARITIME SA

Defendant (folio 829)

CENTROFIN MANAGEMENT INC

Defendant (folio 829)

Procedural Posture

Appeal From Arbitration Award / Judgment on Appeal

Legal Issues

  1. 1 Proper construction of clause 25 in the MOA regarding right of first refusal for the sale of a ship under construction
  2. 2 Whether the resulting contract terms are those of the MOA or those of the third-party sale recap
  3. 3 Whether damages were properly awarded for breach of contract based on the tribunal's construction

Ratio Decidendi

Clause 25, properly construed against the relevant background, means that the buyers' right of first refusal is to purchase the vessel on the same terms as those on which the sellers have decided to sell to a third party, not on the original MOA terms. The tribunal's construction was wrong and commercially unreasonable, and the awards of damages based on that construction must be set aside.

Court Disposition

Appeals allowed; arbitration awards set aside

Orders

  • Awards of damages against the sellers are set aside