England and Wales Case Law

Berge Bulk Shipping PTE Ltd v Taumata Plantations Limited & Ors

The exporters are not liable as undisclosed principals under the LOIs because Shipping acted as principal, not agent, and there was no objective consent or actual authority for Shipping to bind the exporters. The required authorisation procedure was not followed, and ostensible authority cannot create undisclosed principal liability. Therefore, the English court has no jurisdiction over the claims against the exporters.

Source excerpt

• Undisclosed principal
• Letters of indemnity
• Jurisdiction clauses
• Agency authority

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White Rock Corporation Ltd v Middle Volga Shipping Company & Ors

Middle Volga was not a party to the Charterparty; documentary evidence and surrounding circumstances establish North Global as the contracting party; Charterers failed to establish a good arguable case that Middle Volga was bound by the English jurisdiction clause; Court has no jurisdiction over Middle Volga under CPR rule 6.33(2B).

Source excerpt

• Jurisdiction
• Charterparty disputes
• Agency
• Undisclosed principal
• Service out of jurisdiction

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MSH Ltd v HCS Ltd

CTW Ltd acted as agent for HCS Ltd with actual authority at the time the contract was concluded; contract terms did not expressly or impliedly exclude HCS Ltd’s rights as undisclosed principal; therefore, HCS Ltd was party to the contract and MSH Ltd’s s.67 challenge fails.

Source excerpt

• Undisclosed principal
• Agency
• Contract interpretation
• Arbitration jurisdiction

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MSH Ltd v HCS Ltd

MSH Ltd v HCS Ltd [2025] EWHC 815 (Comm) (07 April 2025)

The High Court dismissed a s.67 challenge to an arbitral award, holding CTW Ltd acted as HCS Ltd’s agent with authority and the contract did not exclude the undisclosed principal doctrine.

• Undisclosed principal
• Authority of agent
• Entire agreement clause
• Implied exclusion of undisclosed principal doctrine
• Undisclosed-principal
• Agent-authority

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Cabo v Dezotti

Cabo v Dezotti [2024] EWCA Civ 1358 (06 November 2024)

Court of Appeal held that Ms Cabo was the undisclosed principal and immediate landlord, so the rent repayment order under the Housing and Planning Act 2016 stood.

• Rent repayment orders
• Undisclosed principal
• Houses in multiple occupation (hmo)
• Agency
• Statutory interpretation
• Rent-repayment-orders

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Yangtze Navigation (Asia) Co Ltd & Anor v TPT Shipping Ltd & Ors

Yangtze Navigation (Asia) Co Ltd & Anor v TPT Shipping Ltd & Ors [2024] EWHC 2371 (Comm) (18 September 2024)

Commercial Court decision on service out and undisclosed principal arguments in a letters of indemnity shipping dispute. Service was set aside for lack of jurisdiction.

• Jurisdiction
• Undisclosed principal
• Letters of indemnity
• Agency
• Service out of jurisdiction
• Service-out-of-jurisdiction

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Yangtze Navigation (Asia) Co Limited & Anor v TPT Shipping Limited & Ors

The Commercial Court set aside service on the defendants, holding the claimants had not shown a good arguable case that they were bound as undisclosed principals to the LOIs.

• Jurisdiction
• Undisclosed principal
• Letters of indemnity
• Agency authority
• Service out of jurisdiction
• Service-out-of-jurisdiction

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Margaret Florence Cabo v Karen Tamie Dezotti

The Court held Ms Cabo was an undisclosed principal and thus the immediate landlord for purposes of the Housing and Planning Act 2016, as Top Holdings acted as her agent with authority and the contractual arrangements did not exclude her liability.

Source excerpt

• Rent repayment orders
• Undisclosed principal
• House in multiple occupation (hmo)
• Agency
• Statutory interpretation

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Bell v Ivy Technology Ltd

The Court of Appeal dismissed Paul Bell’s challenge to Ivy Technology’s amendment, holding the SPA did not clearly exclude a disclosed principal’s liability.

• Breach of warranty
• Undisclosed principal
• Disclosed principal
• Contractual estoppel
• Election between agent and principal
• Interpretation of contractual terms

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National Bank of Kazakhstan the Republic of Kazakhstan v The Bank of New York Mellon SA/NV London & Ors

National Bank of Kazakhstan the Republic of Kazakhstan v The Bank of New York Mellon SA/NV London & Ors [2020] EWHC 916 (Comm) (22 April 2020)

The High Court held that the GCA was between BNYM and the NBK, not Kazakhstan, and refused to treat Kazakhstan as the debtor on the account.

• Garnishment
• Sovereign wealth funds
• Undisclosed principal
• Trust management agreement
• Enforcement of arbitration awards
• Agency

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