Commercial Disputes Weekly – Issue 271 3 February 2026

Commodities

A dispute arose between two oil traders in relation to the specification of a cargo of fuel oil that Onex had supplied to Mercuria, which was discovered to be tainted with a higher than normal quantity of organic chlorides. Several parcels of cargo had been loaded on the vessel and one had contained the higher than usual organic chloride levels. In particular, the dispute was about whether the cargo was in breach of the terms of the contract, which set out ‘typical’ characteristics of the cargo and guaranteed specifications. The former set out a maximum level for organic chlorides (which the cargo exceeded) but the latter did not. The court held that there was no inconsistency between the two provisions, one of which was a printed term and the other a specially agreed term. The contract was clear that the ‘typicals’ were without guarantee and non-binding. As a result, there was no binding level of organic chlorides which the cargo breached. Further, the fact that the cargo had been mixed with some non-straight run fuel oil did not mean that it had lost its commercial identity as SOMO Basrah pipeline high sulphur straight-run fuel oil.

Mercuria Energy Trading SA v Onex DMCC [2026] EWHC 130 (Comm), 22 January 2026

Landlord and tenant

The Upper Tribunal has been asked to deal with a dispute as to which of the tenants of flats in a development were liable for costs of repairing the glass atrium roof of the building. The decision involved consideration of the repair obligations of the original developer, as well as the RTM company (right to manage) and the terms of an agreement entered into during the development phase. The tribunal held that all leaseholders were obliged to contribute to the repairs. The original developer had been released by agreement from completing repairs to the atrium roof and this agreement indicated that such repairs were to be dealt with under the service charge arrangements. The RTM company was not liable for breaches of previous landlords and the leaseholders could not set off any claims against such previous landlords to reduce their liability to the RTM company. The Upper Tribunal allowed the appeal from the First Tier Tribunal.

Carlow House RTM Co v Colchester [2026] UKUT 33 (LC), 26 January 2026

Building Safety Act

The Upper Tribunal has also considered an appeal from 75 parties against whom a remediation contribution order (“RCO”) had been made in relation to a block of residential flats. The RCO was made on a joint and several basis against the parties, which means that it can be enforced in full against any one party. The tribunal rejected an argument that the First Tier Tribunal (“FTT”) did not have jurisdiction to make the order on a joint and several basis, as such argument would mean that the purpose of the Building Safety Act 2022 (“BSA”) scheme would be frustrated. Further the FTT did not err in concluding that it was just and equitable to make the RCO against the various parties. The Upper Tribunal agreed with the FTT on its interpretation of the expression ‘a risk’ in the BSA as not being only an intolerable risk and rejected the appeal on all grounds.

Edgewater (Stevenage) Ltd v Grey GR Ltd Partnership [2026] UKUT 18 (LC), 27 January 2026

Companies – shareholders

A minority shareholder has successfully pursued an unfair prejudice petition before the Chancery Court. The company was run by two brothers as shareholders until 2013 when the minority shareholder brother, Joseph resigned as director after a serious disagreement with his brother James. After that time, the court concluded that Joseph had not been validly removed as director and had since then been excluded from management and information about the company. James had done a number of things that prejudiced Joseph’s position as shareholder, including failing to hold annual general meetings, not paying dividends and lending company funds to another company owned by James, which subsequently became insolvent.

Taylor v Taylor and another company [2026] EWHC 106 (Ch), 29 January 2026