SLB & Ors v PAK & Ors [2026] EWHC 449 (Comm) (02 March 2026)

SLB & Ors v PAK & Ors [2026] EWHC 449 (Comm) (02 March 2026)

The obligation to provide the refund guarantee within 120 days under Article X(A)(f) of the shipbuilding contracts is an innominate term, not a condition. The contract expressly provides for the consequences of failure to provide the guarantee—namely, a right of termination and refund of sums paid, but not loss of bargain damages. The parties did not make time of the essence for provision of the guarantee, and the range of possible breaches (from trivial to serious) indicates the term is innominate. The Buyers are not entitled to loss of bargain damages.

Citation
[2026] EWHC 449 (Comm)
Parties
Claimants/appellants: SLB and Others; Defendants/respondents: PAK and Others
Jurisdiction
England and Wales
Judgment Date
02 March 2026
Procedural Posture
Appeal Under Section 69 Arbitration Act 1996 / Judgment on Appeal From Arbitral Award
Outcome
Appeal dismissed
Legal Topics
Construction of Contract Terms, Conditions and Innominate Terms, Remedies for Breach of Contract, Shipbuilding Contracts, Arbitration Appeals
Commercial Law Arbitration Contract Law Shipping Law Construction of Contract Terms Conditions and Innominate Terms Remedies for Breach of Contract Shipbuilding Contracts +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 10 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

SLB and Others

Claimants/appellants

PAK and Others

Defendants/respondents

Procedural Posture

Appeal Under Section 69 Arbitration Act 1996 / Judgment on Appeal From Arbitral Award

Legal Issues

  1. 1 Whether the obligation to provide a refund guarantee within 120 days under Article X(A)(f) of the shipbuilding contracts is a condition or an innominate term
  2. 2 Whether the Buyers are entitled to loss of bargain damages for failure to provide the refund guarantees

Ratio Decidendi

The obligation to provide the refund guarantee within 120 days under Article X(A)(f) of the shipbuilding contracts is an innominate term, not a condition. The contract expressly provides for the consequences of failure to provide the guarantee—namely, a right of termination and refund of sums paid, but not loss of bargain damages. The parties did not make time of the essence for provision of the guarantee, and the range of possible breaches (from trivial to serious) indicates the term is innominate. The Buyers are not entitled to loss of bargain damages.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed. The arbitral tribunal's finding that the obligation to provide the refund guarantee within 120 days is an innominate term is upheld. The Buyers are not entitled to loss of bargain damages.