[2025] EWHC 2126 (Comm)

The basis for Charterers’ claim as set out in the “details of claim” section of the Claim Form is as follows:

“[Charterers challenge] the [Award]. The part of the [Award] challenged is the arbitrator’s decision in paragraphs [34]-[38] that he had jurisdiction to determine the claim that [Owners] had presented in the reference to the arbitration. The grounds for the challenge are that the purported [Charterparty] was of no legal effect because it had been entered into by one of [Charterers’] two directors, Sashank Puria, without the authority of [Charterers]. The purported [Charterparty] was signed only by Mr Puria. There was no written resolution of [Charterers’] board of directors authorising [Charterers] to enter into the purported [Charterparty] and [Owners] would have been aware of the absence of any such resolution. [Charterers were] unaware of the actions of Mr Puria and of the purported [Charterparty] until it received a demand notice dated 10 October 2023 from [Owners]. [Charterers’] other director, James Richard Samuel, was unaware of the purported [Charterparty]. Accordingly there was no valid arbitration agreement between [Charterers] and [Owners].”

The substantive allegation made against Owners in the Claim Form is that they:

“would have been aware of the absence of any such resolution[i.e., a board resolution by Charterers authorising Mr Puria to enter the Charterparty].”

The explanation for this appears to come from the witness statement of Mr Samuel (the other director of Charterers) dated 26 September 2024 (i.e., after the Claim Form was filed on 6 August 2024), where at paragraph 9 he says this:

“It is pertinent to mention that there is no Board resolution from the [Charterers] granting authority to [Mr Puria] to make any independent decisions regarding the company’s affairs, nor is there any Board resolution specifically authorizing any business dealings with the [Owners] to incur liabilities on behalf of the [Charterers]. It is further pertinent to note that there was a lack of due diligence on the part of the [Owners] when it entered the contract for the first time allegedly with the [Charterers] through [Mr Puria] and it did not also insist a Board Resolution [sic] from [Mr Puria]. These deficiencies on the part of the [Owners] give rise to concerns about the genuineness, validity and enforceability of the purported [Charterparty]. While there could have been multiple reasons for the collusion between the [Owners] and [Mr Puria], I understand upon enquiry that the vessel was likely idling and the opportunity to defraud the [Charterers] by using the idling vessel and that too at higher than market rates had driven the [Owners] to participate in the fraud with [Mr Puria]. Therefore, the said [Charterparty] was entered into between [Mr Puria] and the [Owners] without the knowledge and/or approval of the [Charterers] but in the name of the [Charterers] with a collusive and mala fide intention to defraud the [Charterers] and enrich themselves unjustly.”

No evidence was filed with the Claim Form on 6 August 2024. Rule 8.5(1) of the Civil Procedure Rules 1998 (the “CPR”) requires a claimant must file any written evidence on which he intends to rely when he files his claim form. Charterers say at that stage the allegations of fraud were not supported by a witness statement (as I mentioned, Mr Samuel’s came later, dated 26 September 2024), and so the allegations were not pled. The claim was also made on the incorrect claim form (a form N208, rather than a form N8) and, notwithstanding the low quantum in dispute, the claim was commenced in the Commercial Court rather than the London Circuit Commercial Court. And, as I mentioned, the claim was made on the twenty-eighth day following the Award. All this suggests that the claim was brought hurriedly and at the very last minute.