Ravennavi SPA v New Century Shipbuilding Company Ltd [2007] EWCA Civ 58 (07 February 2007)

Ravennavi SPA v New Century Shipbuilding Company Ltd [2007] EWCA Civ 58 (07 February 2007)

Clause 4(ii) of the Option Agreement only obliged the Yard to offer earlier delivery dates prior to the exercise of the option. Once the option was exercised and the formal shipbuilding contracts were entered into, the delivery dates became fixed and the entire agreement clause excluded any continuing obligation under clause 4(ii).

Citation
[2007] EWCA Civ 58
Parties
Claimant/appellant: Ravennavi S.p.A.; Defendant/respondent: New Century Shipbuilding Company Ltd
Jurisdiction
England and Wales
Judgment Date
07 February 2007
Procedural Posture
Appeal From High Court (commercial Court) / Judgment on Preliminary Issues in the Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Interpretation of Contracts, Entire Agreement Clauses, Shipbuilding Contracts, Option Agreements, Jurisdiction Clauses
Contract Law Commercial Law Interpretation of Contracts Entire Agreement Clauses Shipbuilding Contracts Option Agreements Jurisdiction Clauses

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Parties

Ravennavi S.p.A.

Claimant/appellant

New Century Shipbuilding Company Ltd

Defendant/respondent

Procedural Posture

Appeal From High Court (commercial Court) / Judgment on Preliminary Issues in the Court of Appeal

Legal Issues

  1. 1 Whether clause 4(ii) of the Option Agreement imposed a continuing obligation on the Yard to offer earlier delivery dates after exercise of the option
  2. 2 Whether the entire agreement clause in the subsequent shipbuilding contracts extinguished any such obligation

Ratio Decidendi

Clause 4(ii) of the Option Agreement only obliged the Yard to offer earlier delivery dates prior to the exercise of the option. Once the option was exercised and the formal shipbuilding contracts were entered into, the delivery dates became fixed and the entire agreement clause excluded any continuing obligation under clause 4(ii).

Court Disposition

Appeal dismissed

Orders

  • Paragraph 3 of the judge's order set aside
  • Preliminary issue (i) answered 'No'