Ravennavi SPA v New Century Shipbuilding Company Ltd

Ravennavi SPA v New Century Shipbuilding Company Ltd

Clause 4(ii) of the Option Agreement did not impose a continuing obligation on the Yard to offer earlier delivery dates after exercise of the option. The obligation only existed prior to exercise of the option, and the formal shipbuilding contracts, which contained entire agreement clauses and did not incorporate clause 4(ii), fixed the delivery dates and extinguished any such obligation.

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
Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal
Outcome
appeal dismissed
Legal Topics
Construction of Contract, Entire Agreement Clause, Option Agreements, Shipbuilding Contracts, Jurisdiction Clauses
Contract Law Commercial Law Construction of Contract Entire Agreement Clause Option Agreements Shipbuilding Contracts Jurisdiction Clauses

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Ravennavi S.p.A.

Claimant/appellant

New Century Shipbuilding Company Ltd

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court (commercial Court) to 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 did not impose a continuing obligation on the Yard to offer earlier delivery dates after exercise of the option. The obligation only existed prior to exercise of the option, and the formal shipbuilding contracts, which contained entire agreement clauses and did not incorporate clause 4(ii), fixed the delivery dates and extinguished any such obligation.

Court Disposition

appeal dismissed

Orders

  • Paragraph 3 of the judge’s order set aside
  • Preliminary issue (i) answered 'No'; issue (ii) does not arise