Dalmare SpA v Union Maritime Ltd & Anor

Dalmare SpA v Union Maritime Ltd & Anor

The words 'as she was' in clause 11 of Saleform 93 do not exclude the implied term as to satisfactory quality under Section 14(2) of the Sale of Goods Act 1979. The phrase is a temporal obligation to deliver the vessel in the same condition as inspected, not an exclusion of statutory implied terms. Clear and unequivocal language is required to exclude such terms, which is absent here. The tribunal was correct to find the sellers in breach of the implied term as to satisfactory quality.

Parties
Appellant (sellers): DALMARE SpA; Respondent (buyer): Union Maritime Limited; Respondent (buyer): Valor Shipping Limited
Jurisdiction
England and Wales
Judgment Date
13 December 2012
Procedural Posture
Arbitration Appeal / Judgment on Appeal From Arbitral Award
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Exclusion Clauses, Satisfactory Quality, Interpretation of Contracts, Ship Sale Agreements
Commercial Law Sale of Goods Maritime Law Implied Terms Exclusion Clauses Satisfactory Quality Interpretation of Contracts Ship Sale Agreements

Case Brief

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Parties

DALMARE SpA

Appellant (sellers)

Union Maritime Limited

Respondent (buyer)

Valor Shipping Limited

Respondent (buyer)

Procedural Posture

Arbitration Appeal / Judgment on Appeal From Arbitral Award

Legal Issues

  1. 1 Whether a term as to satisfactory quality is implied into the contract/MOA by Section 14 of the Sale of Goods Act 1979
  2. 2 Whether the phrase 'as she was' in clause 11 of Saleform 93 excludes the implied term as to satisfactory quality

Ratio Decidendi

The words 'as she was' in clause 11 of Saleform 93 do not exclude the implied term as to satisfactory quality under Section 14(2) of the Sale of Goods Act 1979. The phrase is a temporal obligation to deliver the vessel in the same condition as inspected, not an exclusion of statutory implied terms. Clear and unequivocal language is required to exclude such terms, which is absent here. The tribunal was correct to find the sellers in breach of the implied term as to satisfactory quality.

Court Disposition

Appeal dismissed

Orders

  • The tribunal's award in favour of the buyers is upheld.