Inta Navigation Ltd & Anor v Ranch Investments Ltd & Anor

Inta Navigation Ltd & Anor v Ranch Investments Ltd & Anor

Clause 25, read in context and against the relevant background, means that if the sellers decide to sell to a third party on particular terms, the buyers' right of first refusal is to purchase on those same terms (save as to price), not on the original MOA terms. The tribunal's contrary construction was wrong and produced commercially unreasonable results.

Parties
Claimant: Inta Navigation Ltd; Claimant: Genel Denizcilik Nakliyati AS; Defendant: Ranch Investments Ltd; Defendant: Wah Kwong Shipping Holdings Ltd; Claimant: Ranch Investments Ltd; Claimant: Wah Kwong Shipping Holdings Ltd; Defendant: Grenadine Maritime SA; Defendant: Centrofin Management Inc
Jurisdiction
England and Wales
Judgment Date
05 June 2009
Procedural Posture
Appeal Against Arbitration Award / Judgment on Appeal
Outcome
Appeal allowed; arbitration awards set aside.
Legal Topics
Construction of Contract Terms, Right of First Refusal, Ship Sale Agreements, Arbitration Appeals
Commercial Law Arbitration Contract Law Construction of Contract Terms Right of First Refusal Ship Sale Agreements Arbitration Appeals

Case Brief

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Parties

Inta Navigation Ltd

Claimant

Genel Denizcilik Nakliyati AS

Claimant

Ranch Investments Ltd

Defendant

Wah Kwong Shipping Holdings Ltd

Defendant

Ranch Investments Ltd

Claimant

Wah Kwong Shipping Holdings Ltd

Claimant

Grenadine Maritime SA

Defendant

Centrofin Management Inc

Defendant

Procedural Posture

Appeal Against Arbitration Award / Judgment on Appeal

Legal Issues

  1. 1 Proper construction of clause 25 in MOA regarding right of first refusal for ship sale
  2. 2 Whether resulting sale is on terms of original MOA or terms offered to third party
  3. 3 Effect of unqualified acceptance of offer containing extra-contractual provision

Ratio Decidendi

Clause 25, read in context and against the relevant background, means that if the sellers decide to sell to a third party on particular terms, the buyers' right of first refusal is to purchase on those same terms (save as to price), not on the original MOA terms. The tribunal's contrary construction was wrong and produced commercially unreasonable results.

Court Disposition

Appeal allowed; arbitration awards set aside.

Orders

  • Awards of damages against the sellers are set aside.