Commercial Disputes Weekly Issue 293 21 July 2026

MARITIME

The Commercial Court has decided on the correct interpretation of a clause for the calculation of hire payable under a time charter for an LNG carrier. The calculation was based on the price for a unit of heat or energy value (MMBtu). There were two relevant prices: JKM for Far East markets and TTF for European markets. Usually JKM exceeds TTF. The clause provided for a minimum rate which increased once the “JKM-TTF Spread” increases above $1.3 per MMBtu. The parties agreed that TTF should be subtracted from JKM but disagreed whether a minus number could trigger the increase. The issue arose because at the time TTF exceeded JKM. The court agreed with the charterer’s calculation that a negative value could not trigger the increase. Only when JKM exceeded TTF was the increase applicable because the clause had been designed to give effect to a market mechanism that ensured more cargoes took the longer route from USA to Asia. The hire payable therefore remained at the minimum rate and the shipowner’s claim for additional hire failed. The shipowner’s alternative claims for rectification of the contract also failed, both on the basis of common and unilateral mistake.

Briety Shipping Inc v Trafigura Maritime Logistics Pte Ltd [2026] EWHC 1714 (Comm), 10 July 2026

COMPANIES

The Supreme Court has given judgment on the standard of behaviour required of a company director, where the director disagrees with their fellow directors as to the best way forward for achieving success for the company. Directors are fiduciaries, owe a duty of loyalty to the company and are required to act in good faith. A petition was brought by one of the shareholders who alleged that the director had been obstructing the sale of the company. The director said that he had done so because he believed that a delay to the sale would create more value for the shareholders in the long run and be in the best interests of the company. Whilst the court will not generally interfere in the business judgment of directors, that does not extend to a situation where the director is pursuing his own judgment in conflict with the business judgment and strategy resolved on by the board as a whole. Such conduct is disloyal, in breach of the duty of good faith in section 172 Companies Act 2006 and acting against the mode of governance established by the company’s constitution. The obligation of good faith governs the director’s actions as well as thoughts.

Saxon Woods Investments Ltd v Costa [2026] UKSC 21, 14 July 2026

SALE OF LAND

The Chancery Court has dismissed the claim by a seller of land for specific performance of the contract (amended to a claim for damages) for the sale of two plots of land following an auction. The claimant had served notices to complete but the defendants did not complete the contract. The claimant was not the legal owner of the plots and had agreed to purchase them from the owner under a contract known as the ‘Top Contract’. The court found that the claimant was in breach of an obligation in the Top Contract to procure the defendants to enter into a deed of covenant with the landowner. As a result, when the claimant gave notice to complete, it was not in law ready, willing and able to complete. Serving the notices was repudiatory breach of the sale contract and so the claim was dismissed. The defendants were awarded summary judgment.

Praetor Investments 5 Ltd v Transport House Developments Ltd and another [2026] EWHC 1724 (Ch), 10 July 2026

ADJUDICATION

Following an adjudication in relation to liquidated damages and the appropriate rate under an amended JCT Design and Build Contract 2016, the Technology and Construction Court rejected a challenge to enforcement of the adjudicator’s decision. The adjudicator had concluded that neither party had proved their case as to the applicable rate of liquidated damages. He therefore rejected the employer’s claim for liquidated damages and held that the employer was required to pay retention monies to the contractor. The court held that the adjudicator did have jurisdiction to decide that neither party had proved their position on liquidated damages. His jurisdiction was not defined by a binary choice of outcomes; it was a request for a declaration that the notice of deduction of liquidated damages was invalid. He was not required to notify the parties that he was going to reject both sides’ arguments. He was not proposing to reach a different positive conclusion to the ones put forward, nor was he relying on anything other than the evidence put forward by the parties. There was no breach of natural justice.

BDP Construction Ltd v Cygnet Behavioural Health Ltd [2026] EWHC 1796 (TCC), 16 July 2026