Hoi-Yee Roper’s Post

Sylvie Allen has written a very interesting article in the SkuldCharterer on the importance of who/which entity is signing the LOI - well worth a read for all of our charterers & traders!

The UK Supreme Court issued a landmark decision yesterday in RTI Ltd v. MUR Shipping BV [2024] UKSC 18  clarifying how a"reasonable endeavours" proviso within a force majeure clause should be interpreted. The Court did not delve into the particular wording of the clause, instead, it decided to give a general interpretation to such clauses within a force majeure provision. This is significant news for anyone involved in drafting or litigating. The case centred on a contract between RTI Ltd (RTI) and MUR Shipping BV (MUR) containing a force majeure clause with a "reasonable endeavours" provision. The contract stipulated payment in US dollars (USD) by RTI to MUR. When US sanctions hindered RTI's ability to pay in USD, MUR invoked force majeure. RTI countered by offering payment in Euros, covering the conversion cost to USD. MUR rejected this, leading to arbitration and subsequent appeals. The key question was whether the "reasonable endeavours" proviso obliged MUR to accept a non-contractual payment method (Euros). The Court held the following: (i) Focus on Contractual Performance: The Court emphasized that "reasonable endeavours" aim to uphold the agreed-upon performance, not find substitutes. Here, the focus was on USD payments as per the contract. (ii) Freedom of Contract: Parties have the right to refuse non-contractual performance. The Court highlighted the principle of freedom of contract, including the freedom not to accept alternatives. (iii) Certainty in Contracts: Clear and unambiguous terms are crucial, especially for "reasonable endeavours" clauses in unforeseen circumstances. Such terms are necessary for business certainty. The Court therefore prioritized honouring the specific agreement (USD payment) over unclear alternatives. Key Takeaways: (i) This case sets a precedent for interpreting "reasonable endeavours" in force majeure clauses. (ii) Contractual performance takes precedence over alternative solutions during force majeure events. (iii) Parties retain the right to reject non-contractual performance. (iv) Clear contract terms, especially within "reasonable endeavours" clauses, are essential for business certainty.

The UK Supreme Court recently ruled that parties are required to exercise "reasonable endeavors" in an attempt to overcome a force majeure event, even if the contract does not clearly state so. However, this does not mean accepting non-contractual performance of the contract. Read our OnPoint by Daniel Natoff, John Bedford and Abdul Azeem Abdul Samad to learn more about the implications for contracts with force majeure provisions and related disputes.

In a landmark case, the Supreme Court ruled that MUR Shipping was not obliged to accept payment in Euros instead of US dollars under a force majeure clause ⚖️ This decision shows us that reasonable endeavours do not extend to accepting non-contractual performance 💼 So what learnings can you take from this case? Dive into the details and pick up tips when negotiating your next contract on Womble Bond Dickinson (UK) LLP's website 🖱️ https://ow.ly/VWjt50Tcy3V #ShippingLaw #SupremeCourt #LegalUpdate #ForceMajeure #CaseLaw #ContractLaw Afroditi Christodoulou | Nathalie R. | Stephen Anderson | Victoria Ferguson

Interesting recent decision setting out the limits of reasonable endeavors.

In the face of unprecedented disruptions — from climate change and piracy to war and pandemics — force majeure clauses are crucial in protecting parties from liability for events beyond their control. Such clauses often oblige parties to use their reasonable endeavours to overcome events of force majeure - but how far does this obligation extend?   In my latest blog article with Malcolm Hartwell, I explore the recent decision in RTI Ltd v MUR Shipping BV (May 2024), in which the English Supreme Court held that MUR Shipping was not obliged to accept non-contractual performance in an effort to overcome force majeure. As a result of this decision, parties can rely on force majeure clauses in suspending their obligations even where non-contractual performance is offered as an alternative.   While providing welcome clarity on a thorny issue, the decision has far-reaching implications for the crafting and interpretation of force majeure clauses in a wide range of commercial contracts. I invite you to read more and share your thoughts. Read the full legal snapshot: https://ow.ly/Nqwp50TkRgr #LegalInsight #ForceMajeure #InternationalTrade #ShippingLaw #NRFSA

Whether you manage or negotiate contracts, or simply have an interest in force majeure, our brief article and drafting tips are for you! If you like certainty in contracts (who doesn’t? 🤔), you’ll definitely want to check this out! 💡📄 If interested, don’t forget to subscribe to receive the latest Womble Bond Dickinson Insights. 📩📣

In the world of business, contracts are still king. Dive into our analysis of the Supreme Court's ruling in RTI Ltd v. Mur Shipping BV to understand the implications for your organization. #LegalInsights #Trade #TradeLaw

Force Majeure Ruling: What It Means for Your Contracts The UK Supreme Court’s decision in MUR Shipping v RTI clarified that a “reasonable endeavours” clause in a force majeure provision doesn’t require accepting non-contractual performance—unless the contract says so explicitly. What This Means for Businesses: 🔷 Contract Clarity: Clearly define obligations and flexibility in your agreements. 🔷 Freedom to Contract: Courts won’t enforce alternative solutions not specified in the contract. 🔷 Predictability: Avoid disputes with precise drafting. Read more here: https://lnkd.in/dbzsxHdb Need expert advice on commercial contracts? Contact us at berrysmith.com #ContractLaw #ForceMajeure #BusinessContracts #BerrySmith

🚢Recent English court decisions on the NSF 2012 In this article by partner Yannis Litinas we examine two recent decisions of the English courts, which relate to sale and purchase of vessels under the much tried and tested Norwegian SaleForm 2012 (NSF 2012).   Case 1: the Lila Lisbon — an appeal on an LMAA arbitration award, at the High Court, London, dealing with whether a Buyer under a NSF 2012 can claim loss of bargain (market price vs purchase price) following Seller’s failure to deliver within Cancelling Date [held: no].   Case 2: King Crude Carriers v Ridgebury — a second appeal of an LMAA arbitration award, at the Court of Appeal, dealing with whether a Buyer’s failure to pay the deposit can be excused on account of the Buyer not having provided the escrow holder with the necessary documents (KYC) [held: no], and whether such failure entitles the Seller to terminate and claim the deposit amount from the Buyers [held: yes].   Read the full article here: https://lnkd.in/gKm4JVzF #simonsenvogtwiig #maritimelaw #nsf2012