Commercial Disputes Weekly – Issue 2614 November 2025

Commodities – Arbitration
In a claim relating to a cargo of soya beans that arrived damaged, the Commercial Court held that the seller of the cargo had failed to provide a valid insurance policy as required by the CIF terms of the sale. The matter came before the court as an appeal against a FOSFA arbitration award under section 69 of the Arbitration Act 1996. The FOSFA Appeal Board held that the sellers were in breach of their contractual obligations by procuring a policy that had been avoided by insurers and was therefore ineffective. In response to submissions from the defendant buyers, the court said that there were no highly unusual circumstances such as would justify it revisiting the grounds on which permission to appeal had been granted. The appeal also related to questions of whether the buyers had proved their loss and what they needed to establish. The court held that the buyers had to establish that the policy was in law and/or in fact void or voidable, not just that the insurers had rejected the claim on the basis that the policy was void or voidable. On that basis the award was remitted to the tribunal for reconsideration.

Allseeds Switzerland SA v Intergrain SA [2025] EWHC 2788 (Comm), 28 October 2025

Construction
The Technology and Construction Court has upheld an adjudication decision in favour of the sub-contractor. The decision related to payments owing and was challenged by the contractor in relation to construction of payment provisions, including schedules issued after the contract was signed. The contractor’s first challenge asserted that the payment notice could not be late as there was no interim valuation date to be complied with. The court held that there was such a date set out in the schedules issued, even if labelled differently. The second argument of estoppel by convention was rejected on the basis that there was no evidence of a convention or reliance on any alternative arrangements. The final submission that the payment notice could serve as a pay less notice was rejected on that basis that the payment was clearly intended to be such a document and could not be viewed as a pay less notice.

Vision Construct Ltd v Gypcraft Drylining Contractors Ltd [2025] EWHC 2707 (TCC), 21 October 2025

Finance – Default
This dispute arose out of alleged defaults under a facility letter financing a portfolio of properties. The matter had been remitted back to the High Court for reconsideration of the contractual terms following guidance provided by the Court of Appeal. The court concluded that the sum due was to be repaid by the contractual repayment date, not tranches of repayment beginning at that date and potentially running beyond the repayment date, nor offers of future repayment. The court further held that sums were outstanding beyond that date and the question arose as to whether the default interest rate was a penalty, given that it was only payable on breach of a primary obligation. The rate applied to a number of different primary obligations and so the court had to assess whether the default rate was a penalty by reference to each of those obligations and the related legitimate interests. The lender had strong legitimate interests to ensure that repayments were made but also that the borrower’s creditworthiness did not deteriorate during the life of the loan. The court held that the rate was high but not extortionate and was therefore not penal.

Houssein and others v London Credit Ltd and others [2025] EWHC 2749 (Ch), 23 October 2025

Property
The long leaseholder of two apartments in a development failed to pay instalments due on the loan with which he had financed the investment. The lender took possession of the properties and purported to sign deeds of surrender of the leases to the freeholder, Wilton. An individual, Mr Monks, signed documents as a director on behalf of both Wilton and the lender. The court held that a mortgagee does not have an express power to surrender the properties by deed. Further, a mortgagee’s exercise of power would not be set aside for collateral purpose except where the recovery of the debt or protection of the security was no part of the mortgagee’s purpose, not where there were mixed purposes. The court upheld the lower court decision that the surrender was not to repay the loan or protect the security. There was no commercial rationale for surrendering a 999 year lease with a substantial capital value for no consideration. An invalid surrender did not extinguish the leaseholder’s equity of redemption. The order setting aside the deeds of surrender was affirmed.

Wilton Student Developments (Egerton) Ltd v Ip [2025] EWHC 2750 (Ch), 24 October 2025