Nautica Marine Ltd v Trafigura Trading LLC (Rev 1)

Nautica Marine Ltd v Trafigura Trading LLC (Rev 1)

No binding contract was concluded because the 'Suppliers’ Approval Subject' remained a pre-condition under the parties’ negotiations, and there was no objective agreement to convert it into a performance condition or to waive outstanding essential terms. Even if a contract had been concluded, there was no realistic chance that suppliers’ approval would have been obtained by the deadline, so Nautica could not prove loss.

Parties
Claimant: Nautica Marine Limited; Defendant: Trafigura Trading LLC
Jurisdiction
England and Wales
Judgment Date
28 July 2020
Procedural Posture
Commercial Dispute / Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Formation of Contract, Charterparty, Conditions Precedent, Performance Conditions, Implied Terms, Damages, Loss of a Chance, Burden of Proof
Contract Law Shipping Law Formation of Contract Charterparty Conditions Precedent Performance Conditions Implied Terms Damages +2 more

Case Brief

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Parties

Nautica Marine Limited

Claimant

Trafigura Trading LLC

Defendant

Procedural Posture

Commercial Dispute / Judgment After Trial

Legal Issues

  1. 1 Whether a binding contract (voyage charterparty) was concluded between the parties
  2. 2 Whether the 'Suppliers’ Approval Subject' was a pre-condition or a performance condition
  3. 3 Whether there was an implied obligation on Trafigura to take reasonable steps to obtain suppliers’ approval

Ratio Decidendi

No binding contract was concluded because the 'Suppliers’ Approval Subject' remained a pre-condition under the parties’ negotiations, and there was no objective agreement to convert it into a performance condition or to waive outstanding essential terms. Even if a contract had been concluded, there was no realistic chance that suppliers’ approval would have been obtained by the deadline, so Nautica could not prove loss.

Court Disposition

Claim dismissed