Olam Global Agri Pte Ltd v Holbud Ltd [2025] EWHC 3187 (Comm) (05 December 2025)

Olam Global Agri Pte Ltd v Holbud Ltd [2025] EWHC 3187 (Comm) (05 December 2025)

The court held that the basic principle is that a wrongful declaration of force majeure does not relieve the innocent party from the obligation to prove, in order to recover substantial damages, that it would have been able to perform its obligations but for the repudiation. The BOA erred in law by not applying this principle and by failing to make the necessary findings to establish estoppel or waiver. Therefore, Holbud was required to prove its ability to perform at the date of default, and the BOA's award of substantial damages was set aside.

Citation
[2025] EWHC 3187 (Comm)
Parties
Claimant: Olam Global Agri Pte Ltd; Defendant: Holbud Ltd
Jurisdiction
England and Wales
Judgment Date
05 December 2025
Procedural Posture
Arbitration Appeal Under S.69 Arbitration Act 1996 / High Court (commercial Court) Judgment on Appeal From GAFTA Board of Appeal
Outcome
Appeal allowed; Award set aside to the extent of damages; matter remitted to arbitration for reconsideration of damages in accordance with the judgment.
Legal Topics
Force Majeure, Repudiatory Breach, Damages Assessment, Estoppel, Vessel Substitution, GAFTA Contracts
Arbitration Commercial Law Contract Law Force Majeure Repudiatory Breach Damages Assessment Estoppel Vessel Substitution +1 more

Case Brief

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Parties

Olam Global Agri Pte Ltd

Claimant

Holbud Ltd

Defendant

Procedural Posture

Arbitration Appeal Under S.69 Arbitration Act 1996 / High Court (commercial Court) Judgment on Appeal From GAFTA Board of Appeal

Legal Issues

  1. 1 Whether the innocent party must prove ability to perform to recover substantial damages after wrongful force majeure declaration
  2. 2 Whether a party may substitute a vessel under GAFTA 49 after repudiatory breach and prior to acceptance
  3. 3 Whether estoppel/waiver applied to relieve Holbud from proving ability to perform

Ratio Decidendi

The court held that the basic principle is that a wrongful declaration of force majeure does not relieve the innocent party from the obligation to prove, in order to recover substantial damages, that it would have been able to perform its obligations but for the repudiation. The BOA erred in law by not applying this principle and by failing to make the necessary findings to establish estoppel or waiver. Therefore, Holbud was required to prove its ability to perform at the date of default, and the BOA's award of substantial damages was set aside.

Court Disposition

Appeal allowed; Award set aside to the extent of damages; matter remitted to arbitration for reconsideration of damages in accordance with the judgment.

Orders

  • Award of damages in favour of Holbud set aside
  • Matter remitted to GAFTA Board of Appeal for reconsideration of damages