Orion Shipping and Trading Ltd v Great Asia Maritime Limited

Orion Shipping and Trading Ltd v Great Asia Maritime Limited

Clause 14B of the SALEFORM 2012 does not entitle a buyer to loss of bargain damages for cancellation due to seller’s proven negligence absent an accepted repudiatory breach of contract. There was no positive obligation on the sellers to deliver or tender Notice of Readiness by the Cancelling Date, and the clause only allows recovery of accrued losses and expenses caused by the failure to give Notice of Readiness, not for the loss of the bargain as a whole.

Parties
Claimant/respondent: Orion Shipping and Trading Ltd; Defendant/claimant: Great Asia Maritime Limited
Jurisdiction
England and Wales
Judgment Date
12 February 2024
Procedural Posture
Commercial Arbitration Appeal / Judgment on Appeal Under Section 69 of the Arbitration Act 1996
Outcome
Appeal allowed; Tribunal's award of loss of bargain damages set aside.
Legal Topics
Damages for Non Delivery, Interpretation of Contractual Cancellation Clauses, Sale of Goods Act 1979 Section 51, Repudiatory Breach, Ship Sale Contracts
Commercial Law Arbitration Contract Law Shipping Law Damages for Non Delivery Interpretation of Contractual Cancellation Clauses Sale of Goods Act 1979 Section 51 Repudiatory Breach +1 more

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Parties

Orion Shipping and Trading Ltd

Claimant/respondent

Great Asia Maritime Limited

Defendant/claimant

Procedural Posture

Commercial Arbitration Appeal / Judgment on Appeal Under Section 69 of the Arbitration Act 1996

Legal Issues

  1. 1 Whether a buyer cancelling under clause 14 of SALEFORM 2012 due to seller's proven negligence is entitled to loss of bargain damages absent repudiatory breach
  2. 2 Whether time of delivery was of the essence and constituted a condition
  3. 3 Proper construction of clause 14B regarding damages

Ratio Decidendi

Clause 14B of the SALEFORM 2012 does not entitle a buyer to loss of bargain damages for cancellation due to seller’s proven negligence absent an accepted repudiatory breach of contract. There was no positive obligation on the sellers to deliver or tender Notice of Readiness by the Cancelling Date, and the clause only allows recovery of accrued losses and expenses caused by the failure to give Notice of Readiness, not for the loss of the bargain as a whole.

Court Disposition

Appeal allowed; Tribunal's award of loss of bargain damages set aside.

Orders

  • Paragraphs (E) and (F) of the dispositive section of the Award set aside in so far as they award such damages.
  • Court to hear counsel on the appropriate form of order.