Commercial Disputes Weekly – Issue 26425 November 2025

Property
Romal Capital, a developer, has successfully claimed damages from Peel (L&P) Ports for breach of its obligations to assist with obtaining planning permission for a development of residential and commercial units at the Central Docks in Liverpool. The parties entered into a conditional agreement for lease with Peel as landlord and Romal as developer. Peel was subject to a number of obligations under that agreement with which it did not comply, including assisting with and submitting the planning application in joint names and not to unreasonably withhold approval. The court rejected arguments that preconditions had not been met and held that Peel had waived its rights to rely on the absence of compliance with certain conditions. Peel had made applications to the Council that were inconsistent with Romal’s plans, the relevant officers at Peel knew this and concealed it from Romal. Ultimately Romal was only given permission for a scheme to build 330 units, which would generate less profit than the larger schemes for 538 or 646 units. Romal was assessed to have had a 60% chance of obtaining planning permission for the 646 unit development and so was awarded 60% of the difference in expected net profits, as well as lost ground rents from selling the underleases before a change in the law.

Romal Capital (CO2) Limited v Peel L&P (Ports) Limited [2025] EWHC 3016 (Ch), 18 November 2025

Energy – Contract interpretation
In a dispute arising from the supply of allegedly defective tubing for water injection wells in an oilfield offshore of the Republic of Ghana, the Commercial Court handed down decisions on a number of preliminary issues. The court’s conclusions included that this was not a standard ‘battle of the forms’ situation and the defendant’s general conditions were not incorporated into the contract. The provisions in section 14 of the Sale of Goods Act 1979 were implied into the contract such that the tubing was required to be of satisfactory quality, fit for purpose and free from minor defects. There were also issues around when the cargo was delivered, as it was delivered in batches and the expiry of the limitation period depended on this date. The court also gave guidance on the burden of proof that the claim fell within or outside the limitation period.

Tullow Ghana Ltd v Vallourec Oil and Gas France SAS [2025] EWHC 3059 (Comm), 20 November 2025

Aviation – Enforcement
The Chancery Court has varied a number of freezing orders over the assets of Mr Siam and his associated company, Woodstock 1 Limited. The majority of parties involved in the proceedings agreed with the course of action to allow the mortgagee of the aircraft to sell it, deduct the mortgage/loan costs and expenses and for the balance to be held by solicitors to the order of the court. Mr Siam raised a number of objections that were dismissed by the court. The objections included an assertion that the application ought to have been served on Mr Siam in Egypt, but the court confirmed that as he was director of an English company (Woodstock), the address for service within the jurisdiction noted at Companies House was sufficient, pursuant to section 1140 of the Companies Act 2006. The court also held that it had been reasonable for the mortgagee to make this application to give it a clear paper trail from the court of its entitlement to sell the aircraft and give good title. It was therefore entitled to recover its costs. If Mr Siam was subsequently able to prove that the injunctions should never have been made he would be entitled to recover those costs and associated losses.

Fund Ourselves Limited (in Administration) v Siam and others [2025] EWHC 2985 (Ch), 5 November 2025

Property
In an extemporary judgment, the Chancery Court has confirmed that the claimant could use Part 8 of the Civil Procedure Rules and section 49 of the Law of Property Act 1925 to deal with disputes under an agreement to bring to an end a collaboration between the parties to obtain planning permission for a development in Hampshire. The court rejected the defendant’s argument that it was an agreement to agree and confirmed that it was a contract for the sale of land as required by section 49. It also held that although the section 49 procedure was to summarily deal with the dispute, the summary judgment approach was not applicable. It was a trial of the proceedings under Part 8. As a matter of interpretation of the agreement, the expert determination provision did not apply to questions of the formation or interpretation of the agreement and so it was appropriate for the court to deal with these issues. It then provided a decision as to the meaning of purchase price under the agreement. The claimant succeeded in its Part 8 claim and the court granted declaratory relief.

CBRS Estates Ltd v Foreman Homes Ltd [2025] EWHC 3038 (Ch), 10 October 2025 (decision not publicly available)