Angeliki Frangou v Ioannis (John) Frangos

Angeliki Frangou v Ioannis (John) Frangos

The TTA's indemnity clause (clause 5) required AF to elect to sell or refinance the vessel on or about 1 September 2015, the maturity date of the Brandon Loan. AF did not make such an election at that time, and thus her right to indemnity lapsed. The TTA did not provide for an open-ended or extended indemnity, and subsequent conduct did not revive or extend JF's liability. There was no common assumption or clear evidence to support estoppel by convention, nor was there implied rescission or waiver on the facts. The claim is dismissed in its entirety.

Parties
Claimant: Angeliki Frangou; Defendant: Ioannis (John) Frangos
Jurisdiction
England and Wales
Judgment Date
08 December 2022
Procedural Posture
Commercial Contractual Claim / Final Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Interpretation of Contract, Indemnity Clauses, Estoppel by Convention, Implied Rescission, Family Business Arrangements
Contract Law Commercial Law Interpretation of Contract Indemnity Clauses Estoppel by Convention Implied Rescission Family Business Arrangements

Case Brief

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Parties

Angeliki Frangou

Claimant

Ioannis (John) Frangos

Defendant

Procedural Posture

Commercial Contractual Claim / Final Judgment After Trial

Legal Issues

  1. 1 Whether the payment covenant in clause 5 of the TTA survived beyond 1 September 2015
  2. 2 Whether the claimant was entitled to indemnity for capital shortfall and trading losses upon sale of the vessel in 2020
  3. 3 Whether the TTA was impliedly rescinded, subject to estoppel, or waived by subsequent conduct

Ratio Decidendi

The TTA's indemnity clause (clause 5) required AF to elect to sell or refinance the vessel on or about 1 September 2015, the maturity date of the Brandon Loan. AF did not make such an election at that time, and thus her right to indemnity lapsed. The TTA did not provide for an open-ended or extended indemnity, and subsequent conduct did not revive or extend JF's liability. There was no common assumption or clear evidence to support estoppel by convention, nor was there implied rescission or waiver on the facts. The claim is dismissed in its entirety.

Court Disposition

Claim dismissed