NKD Maritime Ltd v Bart Maritime (No. 2) Inc [2022] EWHC 1615 (Comm) (24 June 2022)

NKD Maritime Ltd v Bart Maritime (No. 2) Inc [2022] EWHC 1615 (Comm) (24 June 2022)

The Court held that the force majeure clause in the MOA was not triggered because 'transfer of title' did not require physical delivery at the specified location, and the seller was not prevented from transferring title by the government lockdown. The buyer's purported termination was not valid and constituted a repudiatory breach. The seller was entitled to retain the deposit and claim damages for losses exceeding the deposit.

Citation
[2022] EWHC 1615 (Comm)
Parties
Claimant: NKD Maritime Limited; Defendant: Bart Maritime (No. 2) Inc
Jurisdiction
England and Wales
Judgment Date
24 June 2022
Procedural Posture
Commercial Contract Dispute / High Court Trial, Final Judgment
Outcome
Judgment for the Defendant (Bart Maritime (No. 2) Inc)
Legal Topics
Force Majeure, Contract Termination, Sale of Goods (vessels), COVID 19 Restrictions, Interpretation of Contractual Terms
Commercial Law Maritime Law Contract Law Force Majeure Contract Termination Sale of Goods (vessels) COVID 19 Restrictions Interpretation of Contractual Terms

Case Brief

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Parties

NKD Maritime Limited

Claimant

Bart Maritime (No. 2) Inc

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial, Final Judgment

Legal Issues

  1. 1 Whether the Indian government's COVID-19 lockdown constituted a force majeure event under the MOA entitling the buyer to terminate the contract and recover the deposit
  2. 2 Whether the seller was unable to transfer title in accordance with the contract due to government restraint
  3. 3 Whether delivery at the specified location was required for transfer of title under the MOA

Ratio Decidendi

The Court held that the force majeure clause in the MOA was not triggered because 'transfer of title' did not require physical delivery at the specified location, and the seller was not prevented from transferring title by the government lockdown. The buyer's purported termination was not valid and constituted a repudiatory breach. The seller was entitled to retain the deposit and claim damages for losses exceeding the deposit.

Court Disposition

Judgment for the Defendant (Bart Maritime (No. 2) Inc)

Orders

  • Claimant's claim dismissed
  • Defendant entitled to retain the Initial Payment (deposit)