[2025] EWHC 2126 (Comm)

That test is not met here. As Mr Lamming submitted before me, the facts as pleaded in Charterers’ draft amended Claim Form lack coherence and are all more consistent with honesty on Owners’ part than dishonesty for the following reasons.

Mr Samuel’s primary point is that Owners did not take any steps to confirm Mr Puria’s authority to enter into the Charterparty on Charterers’ behalf, or to confirm that Charterers’ board of directors had approved the execution of the Charterparty. Suyash Lalwani, Owners’ director of chartering, sets out at paragraph 10 in his witness statement dated 5 May 2025 that this would have been an unusual and unnecessary step to take:

“… it is not normal business practice to request to see board approval; indeed it would be highly unusual. … I do not consider that any lack of board approval would be relevant in any event, and consider that we were entitled to rely on Mr Puria, as a director of [Charterers] (a company with only 2 directors), when entering into the contract.”

Mr Puria used the company stamp when entering into the Charterparty (he instructed “[email protected]” to affix the stamp and send, which was promptly done), and he communicated extensively with email addresses using Charterers’ domain name “anseaways.com”, with Charterers’ finance director copied. There is nothing produced by Charterers in evidence to show that Mr Puria was not authorised to enter the Charterparty.

Mr Samuel also relies upon the position and role of SPG (which I set out at [‎17] above), though it is not immediately clear to me how this supports an allegation of fraud. The suggestion that the Charterparty was novated such that SPG replaced Charterers as the contracting party is not borne out by the contemporaneous documentary evidence, such as Charterers’ letter at p.405 of the bundle. In any event, even if the Charterparty had been novated to SPG, no claim could have been pursued by Owners against Charterers, and so I do not see how it supports Charterers’ allegations of fraud.

There are other peculiarities with the pleadings advanced by Charterers in the draft amended Claim Form. It is unclear what “guarantee” is referred to in paragraph (c), or how it is different from the fact that SPG in fact made payment (which is common ground). Mr Samuel does not address it in his witness statements dated 26 September 2024 and 16 January 2025. I cannot see how it would support a pleading of fraud in any event.

As for the other “particulars of dishonesty”, they too lack coherence:

in paragraph (i), which avers Owners took no action against SPG notwithstanding the agreement by SPG to pay the hire charges. Again, I cannot see how this supports a pleading of fraud. Owners pursued Charterers because Charterers were their contractual counterparty. As I have said, whatever arrangement Charterers had with SPG was a matter between them.