Commercial Disputes Weekly – Issue 24924 June 2025

CONSTRUCTION
Formations engaged LAPP to carry out refurbishment work. The relevant payment terms were those implied by section 114(4) of the Housing Grants, Construction and Regeneration Act 1996. A dispute arose as to the validity of an application for payment issued by LAPP, and subsequent non-payment by Formations. An adjudicator held that it was a valid application for payment, but Formations applied for declarations under Part 8 that it was not. The court held that the application for payment was valid and did comply with the requirements. It set out the valuation of the works as a whole and then for realistic and commercial reasons, confined itself to a claim for a smaller sum than it would have been entitled to. The request for an on-account payment did not make the application ambiguous. It was clear what LAPP sought to be paid. The application for declarations was dismissed.
1st Formations Ltd v Lapp Industries Ltd [2025] EWHC 1526 (TCC), 19 June 2025

ARBITRATION
The Commercial Court held that challenges brought against an arbitration award failed. The dispute related to sale of a vessel and was between the seller and buyers under the MOA. Shortly before delivery of the vessel to the nominee buyer, the original buyer became sanctioned by the US. The seller claimed it was lawfully entitled to terminate the MOA, which it did and asked for release of the deposit to it. The seller commenced arbitration. After constitution of the tribunal, the buyers’ solicitors alleged that the tribunal was in breach of its contractual agreements and accepted that repudiatory breach. The buyers then ceased to take part in the arbitration. The tribunal made a partial award in the seller’s favour for the deposit plus interest. The buyers challenged the award for lack of jurisdiction and substantive injustice (sections 67 and 68, Arbitration Act 1996). The challenge under section 67 fell away after a concession during the trial. The court also rejected the section 68 challenge. The allegations by the buyers were wholly unjust and a gross misrepresentation of what actually occurred. The complaints were without merit and there was no basis for contending that a fair minded and informed observer would consider the tribunal’s conduct gave rise to any possibility of bias.
V, N v K [2025] EWHC 1523 (Comm), 19 June 2025

SALE OF GOODS
The Court of Appeal has allowed an appeal in relation to a contract for the supply of water extracted soluble orange solids (“Wesos”). The contractual arrangements required the price to be agreed in due course. The contract ran for several years until the buyer’s need for Wesos reduced and the contract had become a bad bargain. It took smaller amounts and then refused to take delivery of any further consignments. The seller terminated the contract, alleging repudiatory breach and claimed damages. The lower court judge held that the contract was unenforceable because the price had been left open to be agreed and so it was a mere agreement to agree. The Court of Appeal held that a term could be implied to the effect that in the absence of agreement, the price would be fixed as a reasonable or market price, thus allowing the appeal.
KSY Juice Blends UK Ltd v Citrosuco GMBH [2025] EWCA Civ 760, 19 June 2025

FREEZING INJUNCTION
In a dispute arising out of various commercial dealings and arrangements between the parties, a freezing injunction was made without notice against Nexedge for alleged breaches of a loan agreement. Nexedge successfully applied for the freezing injunction to be discharged due to a breach of the duty of full and frank disclosure by the applicant, Apollo. A key piece of evidence in support of the without notice application had been an audio recording made of one of Nexedge’s employees. The court found that the judge was misled as to the circumstances in which the recording was obtained and that there had been inconsistent explanations. There was a breach of the duty of fair presentation as to how the recording was made and in particular, the judge should have been informed that there was potentially a breach of confidence involved. There was no other good arguable case for continuation of the injunction, nor was there sufficient evidence of risk of dissipation.
Apollo XI Ltd v Nexedge Markets Ltd [2025] EWHC 1488 (KB), 17 June 2025

Should you wish to discuss any of these cases in further detail, please speak with a member of our London dispute resolution team below, or your regular contact at Watson Farley & Williams: