Case Nos: CL-2023-000206 and CL-2023-000207 - [2025] EWHC 1591 (Comm)

Owners claimed for sums due under the Charterparties, either as the Termination Sum or as sums otherwise owing. They also claimed for the maximum guaranteed amounts under the Guarantees.

The Defendants’ defence under the Charterparties was that there was what was termed a ‘General Agreement’, entered into by conduct around early 2016 or subsequently. The effect of this General Agreement, according to the Defendants, was that the Charterers’ role would transition to one of technical and commercial management of the Vessels, and Owners would in effect re-take possession of the Vessels; the earnings of the Vessels would be used to meet operational expenditure and other overheads in respect of the Vessels; the Charterparties would be cancelled, and the Guarantees would no longer be called upon; and the account between the parties under the Charterparties would be ‘zeroed’ such that no monies were due from Charterers to Owners in respect of any historic debt that had built up under the Charterparties.

Alternatively, the Defendants submitted that there was a waiver or an estoppel (either promissory or by convention) to the effect that Owners gave up any right to claim accrued debts or enforce future obligations under the Charterparties.

Owners denied the existence of the General Agreement and argued that the Charterparties remained in force until their expiries at the end of the Charter Periods.

The Guarantors’ defence to the claims under the Guarantees, other than reliance on the alleged General Agreement, was that litigation was required to be commenced within the Guarantee Period. Since litigation was not commenced until after the Guarantee Period had expired, Owners were not entitled to recover from the Guarantors.

Owners argued that the Defendants’ proposed interpretation of the Guarantees was inconsistent with the language used.

Finally, there were a variety of more minor issues of liability and issues of quantum, many – but not all – of which were resolved in the course of proceedings.