[2025] EWHC 2089 (Comm)

Fecha: 07-Ago-2025

The Charterers’ submissions

The Charterers’ submissions

52.

Mr Vineall KC on behalf of the Charterers submitted that the Charterers believed that they were chartering from Middle Volga, and that North Global was (as set out in the Recap) the commercial manager and technical manager, but not the Owner under the Charterparty, for the following reasons:

(1)

Middle Volga was the registered owner of three of the Vessels and the disponent owner of the fourth.

(2)

The Protocols of Delivery each clearly stated that the Owner is Middle Volga.

(3)

North Global entered into the Charterparty as agent for Middle Volga, and not as a principal.

(4)

The documents which are produced now by Middle Volga to try to demonstrate that North Global was an intermediate charterer cannot safely be trusted or relied upon, at least at this stage. The purported Head Charterparty between Middle Volga and North Global is either not a genuine document at all, or, if genuine, is a sham in the sense used in Snook v London and West Riding InvestmentsLtd [1967] 2 QB 786, 802: “… acts done or documents executed by the parties to the “sham” which are intended by them to give to third parties or to the court the appearance of creating between the parties’ legal rights and obligations different from the actual legal rights and obligations (if any) which the parties intend to create”.

(5)

Although at first blush some of the documents favour Middle Volga’s case, the Delivery Protocols for the three vessels delivered into charter all expressly refer to the Time Charter “made between MVSC as Owner and Spring Marine as charterer” which is entirely consistent with the Charterers’ case. They are signed by the Vessels’ Masters for and on behalf of the Owners, and the Masters (and crew) are employed by Middle Volga (Mr Ryzhik’s first witness statement, para. 11).

(6)

That said, some of the documents relied on by Middle Volga in support of their case are not straightforward. The Q88 forms give the wrong registered owner for three of the Vessels, and the supposed Head Charterparty on which Middle Volga relies is at best very dubious.

(7)

The Charterparty was dated 25th March 2022 and was entered into very shortly after the Russian invasion of Ukraine on 24th February 2022. This was a time when there was acute nervousness amongst owners about the marketability of vessels identifiably in Russian ownership. There was every incentive for documentation not to reflect reality. This explains why North Global was prepared to “confirm the Vessels has [sic] no connection with Russia including but not limited to commercial ties”, despite knowing full well that the Russian company Middle Volga, with whom it was very closely related, was in fact the registered owner of three of the Vessels and disponent owner of the fourth. It may very well also be the reason why the three Q88 forms for the three Vessels of which Middle Volga was the registered owner falsely stated that the registered owner was a Marshall Islands company, GLHI.

(8)

In support of there being a good arguable case that the Charterers contracted with Middle Volga, it is submitted that:

(a)

It is not possible for the Court to make a reliable assessment, but there is clearly a plausible (albeit contested) evidential basis for the Charterers’ case. This is therefore a limb (iii) case.

(b)

Given the false statements made by North Global, the curious features of the documents critical to Middle Volga’s case, and the strong contemporaneous incentive for documentation not to reflect reality, the dispute in this case, and at this stage, is almost uniquely ill-suited to resolution on the basis of documents and untested witness statements, especially given the absence of surrounding disclosure, and without any ability to interrogate or challenge the evidence.

(c)

Middle Volga relies on the evidence of Mr Ryzhik, who is an employee of and in-house lawyer for Middle Volga. Whether he actually had any involvement with the transactions he purports to describe is wholly unclear from his witness statement.

(9)

The Charterers question the authenticity of the Head Charterparty.

(a)

The amount to be paid in respect of hire at clause 7 of the four individual head charterparties is left blank.

(b)

Clause 4 of the individual head charterparties refers to the “agreed” trading limits, but they are not evident from the documents themselves.

(c)

The document used to create these supposed individual charterparties must have been antique, as the “Law and Litigation” agreement at clause 10 refers to the Arbitration Act 1950.

(d)

Clause 9 of the individual head charterparties which relates to the Vessels’ description and performance refers to the Q88 form, but only one of the Q88 forms has been exhibited, namely the form for MT Lada. This Q88 form is a curious document in that:

(i)

It was updated on 4th October 2024, three days before it was exhibited to Mr Ryzhik’s first witness statement.

(ii)

The H&M Insurance and P&I Insurance are both expressed to expire on 18th June 2021, nine months before the date of the individual head charterparties in March 2022.

(e)

The Q88 forms for the other three Vessels identify GLHI as the registered owner. However, Mr Ryzhik gives an explanation which is impossible to test and fails to explain the circumstances surrounding GLHI, including its ownership and its relationship with Middle Volga.

(f)

The explanation given by Mr Ryzhik for the existence of the single Head Charterparty in September 2022 is a weak explanation.

(i)

The single Head Charterparty bears the date of 25th March 2022, which is the date of the Recap. And yet it references a laycan in April-May 2022.

(ii)

It seems a remarkable coincidence that 25th March 2022 is also the date when North Global sent a form of the charterparty to its bank.

(g)

The Q88 forms are inconsistent with Middle Volga’s case:

(i)

The Q88 forms identified the registered owners of all the Vessels including MT Lada as being Middle Volga, but Middle Volga’s case is that it is not and never has been the registered owner of the MT Lada.

(ii)

It identifies Middle Volga as both the technical managers and commercial managers of all four Vessels. However, Middle Volga’s case is that North Global was both Technical Manager and Commercial Manager (as well as allegedly being the disponent Owner).

(h)

The memorandum of increased charter hire under the supposed Head Charterparty dated 13th April 2023 is also odd in that it dates the Head Charterparty to 2023, rather than 2022. Further, the increased hire rate is US$12,000 per day per vessel, which far exceeds the hire rate in the Charterparty (US$5,600 per day per vessel). No evidence has been produced to demonstrate the payments which passed between North Global and Middle Volga.

(i)

There are no delivery protocols disclosed in respect of the Head Charterparty.

(10)

The fact that hire was paid under the Charterparty to North Global does not mean that North Global was the disponent owner; hire is often paid to a commercial manager.

(11)

Middle Volga relies on the fact that the Charterers were informed that North Global was the disponent owner in June 2022 and raised no objection. However, the fact that the Charterers raised a query at all supports their case that they did not contract with North Global.

(12)

As to Middle Volga’s analysis of agency, and in particular the doctrine of undisclosed principal, the present case is more a case of a concealed principal, which is similar but not quite the same. In a classic case of an undisclosed principal, the counterparty does not know of the existence of the principal at the time of contracting. In this case, the Charterers knew of the existence of Middle Volga and thought they were contracting in fact with Middle Volga.

(13)

In the particular context of Russian-owned vessels whose owners have an interest in their Russian nationality not being readily apparent to third parties, there was a strong commercial interest in the paperwork not reflecting reality. As Middle Volga itself points out, the paperwork manages the considerable feat of omitting any reference at all to the Russian owner of the Vessels. This was achieved by three features of the paperwork: (a) naming North Global as disponent owner, (b) naming the registered owner of three of the Vessels as GLHI, and (c) falsely stating in the Recap and in the Charterparty that the Vessel had no Russian connections. The second and third features do not reflect reality.