Unaoil Ltd v Leighton Offshore Offshore Pte Ltd (Rev 1)

Unaoil Ltd v Leighton Offshore Offshore Pte Ltd (Rev 1)

The JICA MOA entitled Unaoil to non-refundable advance payments regardless of SOC approval, as the contract was not conditional on such approval and no written objection was established. The liquidated damages clause was unenforceable as a penalty following the contract price reduction. Damages for repudiatory breach were assessed as the contract price less costs, with a substantial discount applied to the 'marketing fee' element due to uncertainty over support services costs.

Parties
Claimant: Unaoil Ltd; Defendant: Leighton Offshore Offshore Pte Ltd
Jurisdiction
England and Wales
Judgment Date
12 September 2014
Procedural Posture
Commercial Contract Dispute / Judgment After Full Trial
Outcome
Claim allowed in part
Legal Topics
Repudiatory Breach, Liquidated Damages, Debt Claim, Measure of Damages, Penalty Clauses
Contract Law Commercial Law Repudiatory Breach Liquidated Damages Debt Claim Measure of Damages Penalty Clauses

Case Brief

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Parties

Unaoil Ltd

Claimant

Leighton Offshore Offshore Pte Ltd

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Full Trial

Legal Issues

  1. 1 Whether Unaoil is entitled to debt claims under the JICA MOA
  2. 2 Whether the liquidated damages clause is enforceable or a penalty
  3. 3 Whether Unaoil is entitled to damages for repudiatory breach and the proper measure of such damages

Ratio Decidendi

The JICA MOA entitled Unaoil to non-refundable advance payments regardless of SOC approval, as the contract was not conditional on such approval and no written objection was established. The liquidated damages clause was unenforceable as a penalty following the contract price reduction. Damages for repudiatory breach were assessed as the contract price less costs, with a substantial discount applied to the 'marketing fee' element due to uncertainty over support services costs.

Court Disposition

Claim allowed in part

Orders

  • Judgment for Unaoil on debt claims in the sum of US$12,577,500
  • Judgment for Unaoil for damages for loss of profits assessed at US$5.8 million, subject to credit for any debt claim recovery