Berge Bulk Shipping PTE Ltd v Taumata Plantations Limited & Ors

Berge Bulk Shipping PTE Ltd v Taumata Plantations Limited & Ors

The exporters are not liable as undisclosed principals under the LOIs because Shipping acted as principal, not agent, and there was no objective consent or actual authority for Shipping to bind the exporters. The required authorisation procedure was not followed, and ostensible authority cannot create undisclosed principal liability. Therefore, the English court has no jurisdiction over the claims against the exporters.

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
07 October 2025
Procedural Posture
Civil Appeal / Appeal From High Court Judgment on Jurisdiction
Outcome
Appeal dismissed
Legal Topics
Undisclosed Principal, Letters of Indemnity, Jurisdiction Clauses, Agency Authority
Commercial Law Agency Law Jurisdiction Undisclosed Principal Letters of Indemnity Jurisdiction Clauses Agency Authority

Case Brief

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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

Civil Appeal / Appeal From High Court Judgment on Jurisdiction

Legal Issues

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

Ratio Decidendi

The exporters are not liable as undisclosed principals under the LOIs because Shipping acted as principal, not agent, and there was no objective consent or actual authority for Shipping to bind the exporters. The required authorisation procedure was not followed, and ostensible authority cannot create undisclosed principal liability. Therefore, the English court has no jurisdiction over the claims against the exporters.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Service as against respondents set aside