Teekay Tankers Ltd v STX Offshore & Shipbuilding Co. Ltd [2017] EWHC 253 (Comm) (15 February 2017)

Teekay Tankers Ltd v STX Offshore & Shipbuilding Co. Ltd [2017] EWHC 253 (Comm) (15 February 2017)

The option agreement was void for uncertainty because it left essential terms, particularly delivery dates, to be agreed in the future without sufficient machinery or criteria for agreement. Accordingly, TT's claim failed. If the agreement had been valid, STX's conduct would have amounted to renunciation, and damages would have been assessed at US$116,920,000. TT's estoppel and abuse of process arguments failed, and STX's counterclaim for breach of confidentiality was dismissed as the disclosures were made in the interests of justice.

Citation
[2017] EWHC 253 (Comm)
Parties
Claimant: Teekay Tankers Ltd; Defendant: STX Offshore & Shipbuilding Co. Ltd
Jurisdiction
England and Wales
Judgment Date
15 February 2017
Procedural Posture
Commercial Contract Dispute / High Court Trial Judgment
Outcome
Claim dismissed
Legal Topics
Contract Formation, Certainty in Contracts, Repudiation, Renunciation, Damages for Breach of Contract, Issue Estoppel, Abuse of Process, Confidentiality in Arbitration
Commercial Law Contract Law International Arbitration Contract Formation Certainty in Contracts Repudiation Renunciation Damages for Breach of Contract +3 more

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Parties

Teekay Tankers Ltd

Claimant

STX Offshore & Shipbuilding Co. Ltd

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether the option agreement was void for uncertainty
  2. 2 Whether STX repudiated or renounced the option agreement
  3. 3 Quantum of damages if liability established

Ratio Decidendi

The option agreement was void for uncertainty because it left essential terms, particularly delivery dates, to be agreed in the future without sufficient machinery or criteria for agreement. Accordingly, TT's claim failed. If the agreement had been valid, STX's conduct would have amounted to renunciation, and damages would have been assessed at US$116,920,000. TT's estoppel and abuse of process arguments failed, and STX's counterclaim for breach of confidentiality was dismissed as the disclosures were made in the interests of justice.

Court Disposition

Claim dismissed

Orders

  • TT's claim is dismissed as the option agreement is void for uncertainty.
  • If the agreement had been valid, damages would have been assessed at US$116,920,000, subject to possible adjustment for early payment.