Berge Bulk Shipping PTE Ltd v Taumata Plantations Ltd & Ors [2025] EWCA Civ 876 (10 July 2025)

Berge Bulk Shipping PTE Ltd v Taumata Plantations Ltd & Ors [2025] EWCA Civ 876 (10 July 2025)

The respondents are not liable as undisclosed principals under the LOIs because Shipping acted as principal, not as agent, in issuing the LOIs and entering into the charterparties. The contractual arrangements, including the Agency Agreements and the Shipping Services Agreement, intentionally insulated the respondents from such liabilities and required a specific authorisation procedure for LOIs, which was not followed. There was no actual or ostensible authority for Forests to bind the respondents, and the doctrine of undisclosed principal does not extend to ostensible authority in this context.

Citation
[2025] EWCA Civ 876
Parties
Appellant/claimant: Berge Bulk Shipping Pte Ltd; Respondent/defendant: Taumata Plantations Limited; Respondent/defendant: Tiaki Plantations Company; Respondent/defendant: OTPP New Zealand Forest Investments Limited
Jurisdiction
England and Wales
Judgment Date
10 July 2025
Procedural Posture
Appeal / Court of Appeal Judgment on Jurisdictional Challenge
Outcome
Appeal dismissed
Legal Topics
Jurisdiction Under Contract, Undisclosed Principal Liability, Agency Authority, Letters of Indemnity, Shipping Law
Commercial Law Conflict of Laws Agency Law Jurisdiction Under Contract Undisclosed Principal Liability Agency Authority Letters of Indemnity Shipping Law

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Parties

Berge Bulk Shipping Pte Ltd

Appellant/claimant

Taumata Plantations Limited

Respondent/defendant

Tiaki Plantations Company

Respondent/defendant

OTPP New Zealand Forest Investments Limited

Respondent/defendant

Procedural Posture

Appeal / Court of Appeal Judgment on Jurisdictional Challenge

Legal Issues

  1. 1 Whether the English court has jurisdiction over claims under Letters of Indemnity against alleged undisclosed principals
  2. 2 Whether the respondents are liable as undisclosed principals under the LOIs issued by an insolvent agent
  3. 3 Whether actual or ostensible authority existed for the agent to bind the respondents

Ratio Decidendi

The respondents are not liable as undisclosed principals under the LOIs because Shipping acted as principal, not as agent, in issuing the LOIs and entering into the charterparties. The contractual arrangements, including the Agency Agreements and the Shipping Services Agreement, intentionally insulated the respondents from such liabilities and required a specific authorisation procedure for LOIs, which was not followed. There was no actual or ostensible authority for Forests to bind the respondents, and the doctrine of undisclosed principal does not extend to ostensible authority in this context.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.