CA-2024-000950 - [2025] EWCA Civ 1019

I turn next to the issue of what the insureds ought to have known. The short – but sufficient – answer here is that the judge found that the making of reasonable enquiries did not require Mr Bairactaris to be asked whether he knew of any circumstances which might affect the risk. Having regard to the fact that he had no operational role or function regarding the trading of the vessel and her insurance, the judge considered that he would not have known anything about the risk to be insured and that this would reasonably have been regarded as a pointless question. This was, in my judgment, a conclusion which the judge was entitled to reach.

Indeed, as all concerned within the NGM Group would have known that Mr Bairactaris did not know anything about the commercial or technical management of the vessel, in effect a general question whether he knew of any circumstances which might affect the risk would only have been an obscure way of asking whether there were any circumstances affecting his own fitness to be a director. But that is a question which the judge found did not need to be asked in view of Mr Bairactaris’s position as a respected professional adviser with a long-standing relationship with the NGM Group, and which Ms Hopkins has not pursued.

Although the question of what was required by a reasonable search must be answered objectively, it is relevant that there was no evidence that such a question, whether a direct question about a nominee director’s own position or a more general question concerning knowledge of circumstances which might affect the risk, was asked routinely or at all by other Greek shipping groups using nominee directors, despite the fact that such a corporate structure is common.