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March 2020

A commodities Trade Advantage update

Coronavirus – legal implications and examined As the global crisis arising from the ongoing spread of COVID-19 (coronavirus) continues, we examine the potential legal implications arising from sale and involving goods destined for China.

Last month, the China Council for the Promotion of International Trade made headlines worldwide with its issuance of over 1,600 force majeure certificates to firms across a number of sectors covering contracts worth over US$15 billion. Can Chinese counterparties rely on such certificates in support of invoking any force majeure clause in an international sale ? The first is that English does not have a general concept of force majeure. Accordingly, any claim to ‘force majeure’ must rely on a contractual term. If there is no such applicable term, then the party must establish that the contract is frustrated as a whole, such that the contract is effectively null and void. This would involve seeking to prove that the performance of the contract has changed radically from that which was envisaged.

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Brexit update - Scrubbers and delays Arbitration update: Jurisdiction/Frustration - IMO 2020 update English seat does not necessarily mean Page 4 Page 6 x Page 12 x

hilldickinson.com/commodities TRADE ADVANTAGE MARCH 2020

Welcome >>> continued from page 1 Where there is a contractual force • General catch-all wording such • Finally, the clause may contain When analysing whether such Both force majeure and frustration majeure term, the English will as ‘all other causes beyond the provisions for notifying the a term is applicable, the first are difficult doctrines to rely on to It is a pleasure to welcome readers to this edition of Trade Advantage. pay very close attention to how the control’ will need to be treated counterparty, including the step is to identify precisely what absolve a party of their performance clause itself is worded. The with caution, since the ‘other timing of such notice and the contractual obligation is at risk of obligations. Because of the effect of As I write, the World Health Organization may well interpret the term as a causes’ must be similar in kind to information, and possible , non-performance and its degree a force majeure clause in ending a has now declared the coronavirus epidemic a pandemic, so it is inevitable that we form of exceptions clause, for which the specific events previously listed to accompany it. The courts of importance to the contract as a contract or suspending performance, have held the front page for an article in strict rules are applicable. This has a in the clause (the ejusdem generis require strict application of such whole. It is not enough, for example, it will be strictly interpreted and, which Beth Bradley and Fred Konynenburg number of practical consequences. principle). If on the other hand requirements, failing which the for a CIF China buyer to claim that therefore, not straightforward to together with contributions from other the general wording is ‘all other notice will not be effective. they are unable to import goods apply with any certainty in any given members of the team consider whether it • A general force majeure clause causes whatsoever’, that will widen into China, since English law states case. Similar considerations apply to could be a force majeure event. will stipulate its specific effect, • In addition, for all the types of other, non-stipulated that a contract simply stating CIF declarations of frustration. i.e. that it gives rise to a right to fixtures currently in negotiation, The UK formally left the EU on 31 January event that will trigger the clause. China, with no more, does not oblige 2020. Since the UK government has ruled delay or suspend performance or the wording of particular force The best recommendation to anyone the buyer to import the goods into out an extension to the transition period to a right to cancel the contract. If • Whether there is a relevant event majeure clauses will need to seeking to rely on a force majeure that country or for the seller to that ends on 31 December 2020, we can the clause only applies to relieve will depend on the facts and be analysed closely. For those clause or considering declaring expect to see more brinkmanship from procure such import. For a contract performance during loading crucially, there must be a causal requiring the occurrence of an frustration is to investigate all avenues both sides as they negotiate the future to have such effect, the intention operations for example, it will not link between the event and unforeseen or unforeseeable event, for alternative performance. In the relationship and a hard Brexit remains a real must be made known to the seller risk for our clients. As Paul Taylor explains, apply to delay at any other point. the prevention or hindrance of then the clause will likely not bite authors’ experience, most force at the time of or before contracting. the decision in Canary Wharf & Others -v- If the clause does not provide for performance. for coronavirus-related issues. This majeure defences fail either because Alternatively, the contract itself would European Medicines Agency is a sobering cancellation rights, even if there is is because the fixture itself was causation and mitigation cannot be lesson for contracting parties who have not • The clause will usually provide that have to expressly cater for such an operative force majeure event, negotiated and concluded in the or have not been proved, or because expressly allocated the risks and costs of a the relevant event must be beyond obligation, e.g. by requiring certain hard Brexit. a right to terminate will not arise throes of a pandemic, which is of technical mistakes in the notice the control of the party seeking key documentation to ensure import under the clause. The party seeking known to the world at large and provisions. Furthermore, this edition contains notes to rely on it, as well as prevent or into China. to extricate itself from the contract cannot, therefore, fall within the on two contrasting anti-suit injunctions hinder performance. This reflects Whether coronavirus is a force cases, one on that increasingly rare species, would then have to fall back on ‘unforeseen’ and/or ‘unforeseeable’ Primary obligations that go to the the general position under English majeure event will depend heavily on the application under section 68 of the the doctrine of frustration to avoid category. root of the contract include the law and brings into play mitigation. the facts of any given situation and on Arbitration Act 1996 (serious irregularity) exposure to a claim for default. supply of goods, payment for goods and some practical guidance on a widely Generally, it will not suffice to show The alternative remedy of frustration the specific terms of any contractual or of freight, and the ability of a misunderstood subject, the without • The clause will usually list a that a relevant event has caused involves proving that a supervening provision. Care should be taken in ship to get into port in order to load prejudice privilege. number of events that constitute delay. If a party can perform its event outside the parties’ control has giving notice of force majeure to or discharge . An inability to Finally, Jean-Francois Van Hollebeke reports force majeure, followed usually obligation by taking reasonable defeated the commercial purpose ensure that the notice correctly perform this sort of obligation (or on a recent contribution to the debate by a generic catch-all provision. A steps to mitigate the effect of the of the contract. Examples where this identifies a qualifying event and is extreme delay in performing it) will about the role of good faith in the English relevant event in the list needs to event, for instance by an alternative doctrine can apply are: given in accordance with the relevant law of contract. lead to termination and claims for have occurred to trigger the effect method of performance, then it clause (with particular care given to • Performance of the contract default unless a contractual term or I hope that you find this edition of Trade of the clause. ‘Plague’, ‘epidemic’ should take those steps. any applicable time constraints within (including by any alternative, the doctrine of frustration apply to Advantage of interest. Your comments are and ‘quarantine’ are the most which notice should be given). An always welcome. • Similarly, the party attempting reasonable method) is impossible relieve the obligor from liability. likely contenders for a stipulated incorrect declaration of force majeure to rely on such a clause may due to legal prohibition or Best wishes, category that might encompass Breaches of minor obligations due could amount to a repudiatory well be required to prove that it insuperable practical obstruction. coronavirus. to delay or inability to perform will breach. Similarly, a party in Ed Cheyney would have been able to perform Partner • Performance is impossible because usually only give rise to of a force majeure notice should the contract if the event had not [email protected] the subject matter of the contract is unless a contractual term protects the proceed with caution and check occurred. destroyed or requisitioned. obligor. The doctrine of frustration contracts to ascertain whether force • The event causes an actual and/ will not come into play at all in this majeure is applicable at all. Accepting context. a wrongful notice and diverting cargo Contents or prospective delay that is so extreme that the performance could amount to anticipatory breach. Coronavirus – legal implications and force majeure examined 1-3 of the contract will be radically Beth Bradley Brexit update - Jurisdiction/ different from that which the parties [email protected] originally contemplated. Frustration 4-5 Fred Konynenburg Scrubbers and delays [email protected] - IMO 2020 update 6-7 Without prejudice or without Paul Taylor prejudice save as to costs: be clear 8-9 [email protected] Focus: anti-suit injunctions 10-13 Darren Wall A challenging challenge: section [email protected] 68 reviewed 14 A question of attribution 15 Contractual termination right: an implied qualification of good faith? 16 Team news 18 Key contacts 20

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Brexit update - Jurisdiction/Frustration

In our February 2019 Jurisdiction Impact on existing Protection edition of Trade Advantage The UK is currently in a transition contracts The focused on frustration in The judge decided that in 2011, when The EMA decision demonstrates the context of a no-deal exit and in the long lease was negotiated, the the importance for traders currently period that is intended to end on 31 A key issue that many of you may we considered in some the alternative scenario of a ratified UK’s departure from the EU was not negotiating contracts with UK December 2020. have been grappling with concerns withdrawal agreement. foreseeable. However, he did not counterparties or which have UK detail how Brexit could the impact of Brexit post-transition on The UK government planned to no accept that the lease would become performance aspects of considering your existing contractual rights and The classic definition of frustration in impact English law and longer give effect to the Brussels radically different upon Brexit. The material adverse change clauses. obligations. English contract law is that of Lord Regulations either upon the UK leaving lease itself contemplated that the Such clauses can trigger contractual jurisdiction. Now that Radcliffe, in Davis Contractors -v- the EU without a deal or post-transition A decision of the Mr Justice Marcus EMA might wish to divest itself of modifications and/or renegotiation Fareham UDC [1956] AC 696, who the UK has formally left where a deal has been concluded. Smith in the English High Court, the premises (by way of upon the occurrence of events, such said ‘frustration occurs whenever the Chancery Division, since our article last or sublet). So if the EMA were to as fluctuations in price above or below the EU, as of 31 January In those circumstances, the law recognises that without default of year has confirmed what many lawyers leave, it could arrange to assign the identified levels or the entry into force jurisdictional touchstone would either party a contractual obligation has 2020, we provide an had been advising in the pre-Brexit lease for the remainder of its term; a of specific . become the Hague Convention on become incapable of being performed era, namely that Brexit itself would crucial consideration for the judge. update on the effect of Choice of Court Agreements 2005, because the circumstances in which Material adverse change or hardship not be an event which would legally He accepted that the assignment which covers some, but not all, of the performance is called for would render clauses are ever more relevant in the Brexit on jurisdiction. frustrate parties’ contracts. Brexit would provisions in the lease were onerous, jurisdictional mechanisms that operate it a thing radically different from that context of a transition which, according likely render existing obligations more ensuring that Canary Wharf would be pursuant to the Brussels I Regulation which was undertaken by the contract’. to the EU and many independent onerous but it would, in most cases, not in no worse position if EMA were to Recast (1215/2012). Certain jurisdiction observers, will be inadequate for a so radically transform the contract as Subsequent cases refer to the need divest, but that, as we have seen above, clauses - such as asymmetric clauses comprehensive trade agreement to be to amount to frustration (which would for the event to significantly change is not a valid ground to treat a contract allowing only one party options as to concluded with the UK by the end of bring a contract to an immediate end). the nature of contractual rights and being at an end pursuant to frustration. where to commence litigation - would this year. In all likelihood, a hard Brexit obligations from those the parties could not fall within the Hague Convention In Canary Wharf (BP4) T1 Ltd & Others Now, most long-term contracts will would bring regulatory impediments, reasonably have contemplated at the regime. The Convention entered into -v- European Medicines Agency (EMA) have been concluded at a time when delays, new VAT liabilities and logistical time of concluding the contract and not force in the EU on 1 October 2015 and [2019] EWHC 335 (Ch), the EMA wrote Brexit was either contemplated or challenges that could radically affect to merely give rise to greater expense. so will not govern any disputes arising to its lessors at Canary Wharf in London had become a political likelihood so the bargain parties strike now. before that date. in 2017 stating that if Brexit proceeded, Given the financial, economic and foreseeability will be a bar to any valid Parties should explore how far the EMA will treat it as an event which political importance of the questions assertion of frustration. According to the Civil Jurisdiction and specifically drafted outcomes can frustrated its 25-year lease. The Canary before the judge, he ensured his Judgments (Amendment) (EU Exit) be agreed and incorporated into a Wharf claimants sought declarations judgment was handed down before Regulations 2019, on ‘exit day’ the contract to allocate risk, liability and from the Court that the departure of the the original two-year deadline from UK will revoke certain EU additional costs in the event of a hard EMA post-Brexit would not amount to a triggering article 50 of the Treaty on including Regulation 1215/2012, as well Brexit and if preferable to enable frustration of its lease. European Union of 29 March 2019. as the original Brussels Regulation termination. 44/2001. Nor would the predecessor In essence, the EMA argued that it The judge principally found that the Paul Taylor to these regulations, the Brussels would be legally unable to use the EMA’s legal was unaffected [email protected] Convention 1968, have effect. premises post departure of the UK by Brexit such that it could continue to Any enforcement actions pursuant from the EU. The EMA is the EU body operate the lease and the legal effects to the Brussels Regulation and for the evaluation and supervision of the EMA’s position as being an intra- commenced before the English courts of medicinal products. Its role is EU body which had to operate on EU prior to ‘exit day’, would be recognised essentially intra-EU. territory could have been improved according to the 2019 Regulations. through negotiation where the failure to do so rendered the frustration self- induced.

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Scrubbers and delays - IMO 2020 update From 1 January 2020 the Why does it matter? These delays will have consequences Assuming that the underlying Conclusion on sales contract terms relating to charter deals with the prospect of sulphur content in marine In a trading context, the requirement delivery, and . delays in the laytime and demurrage There are many uncertainties for vessels to only use low sulphur regime adequately, incorporation by surrounding the impact of the fuel for use on board was In most standard sale contracts, fuel as bunkers is potentially reference of both the laytime and Sulphur Cap, what is clear though is the delivery period for loading is disruptive as it introduces delays and demurrage provisions in the voyage the prospect of increased delay and limited to 0.50% m/m usually expressed by reference to increases costs. charter may be enough to ensure costs. The risk of delay, particularly, a range of dates and is a condition on a global basis (the that demurrage can be recovered. can be managed contractually, of the contract. Consideration may Increased costs But there will be increased exposure provided that wording is checked ‘Sulphur Cap’). need to be given to whether the to large claims where only the and, if necessary amended to keep The impact of the Sulphur Cap has Freight costs will increase owing to delivery period should be increased terms relating to demurrage are the contractual provisions in the sale been widely discussed through the the difference between the price of or whether a separate provision is incorporated into the sale contract. contract aligned. prism of its impact on shipowners; low sulphur and heavy sulphur fuel oil. necessary to cater for delays arising Similarly, where a separate laytime necessarily so, shipowners are the While that difference may narrow in from additional checks and non- Beth Bradley and demurrage regime is written predominant focus for the purposes major trading hubs owing to the rise compliance of bunkers on board. [email protected] into the sale contract, the prospect of enforcement. However, the in demand as the global fleet switches Similarly, laytime (if it is catered for at of increased delay owing to the consequences of the introduction of to low sulphur fuel oil, that may all) and demurrage tend to be dealt introduction of the Sulphur Cap ought the Sulphur Cap are potentially wider. not be the experience at all ports, particularly those where compliant with by reference to a charterparty to be given due consideration. What is the fuel is either not available (which may such that a CIF seller or FOB buyer impact on trading patterns) or not (for example) can recover demurrage Sulphur Cap? easily available. incurred under the charter from their counterparty under the sale contract. Regulation 14.1.3 Annex VI of the Marpol Convention, adopted by the Increased delay At present, many voyage IMO in October 2016, reduces the Delay will increase both as the relevant charterparties have not been permissible sulphur content of fuel authorities take action to ensure amended to take into account the on board a vessel intended for use compliance with the Sulphur Cap potential for delay following 1 January as bunkers from 3.5% to 0.50% m/m. and as a consequence of the physical 2020. As such the extent to which Regulation 14.4.3 will also remain in properties of low sulphur fuel oil. laytime regimes will be altered is not effect and applies to emission control clear. While breach of the Sulphur areas where the permissible sulphur In terms of compliance, there Cap will probably not invalidate a content is 0.10% m/m. is presently a lack of concrete notice of readiness under standard information concerning how the voyage charter wording, where Further, from 1 March 2020, any Flag Sates and Ports are enforcing inspection and compliance related vessels not fitted with scrubbers the Sulphur Cap. The reality is that delays become common place, (or alternative emission abatement on-board inspections at most ports notice of readiness provisions may be technology) will be banned from will increase so that fuel compliance amended so as to delay the time that carrying heavy sulphur fuel oil for use can be checked. Lengthy delays may a valid notice can be given until after as bunkers (the carriage ban). ensue while samples are taken, tested fuel inspections have taken place and The focus, for the purposes of and in the case of non-compliance compliance confirmed. enforcement by Flag States and being found, the non-compliant From 1 March 2020, any vessels not Ports, is that shipowners who will be fuel removed, tanks cleaned and subjected to the prospect of increased compliant fuel stemmed. Further, fitted with scrubbers (or alternative on-board investigation, fines and a finding of non-compliance at emission abatement technology) potentially criminal liability for breach one port is likely to have knock-on of the applicable sulphur limits. effects at subsequent ports as further will be banned from carrying heavy inspections to check compliance are likely to be undertaken. sulphur fuel oil

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Without prejudice or without prejudice save as to costs: be clear

Last year, the case Where the privilege applies, in existence between the parties, The Court of Appeal’s rationale was that negotiations communications will generally not be and the communication must be a which have taken place on a WPSATC basis are admissible Practical tips for without of Sternberg Reed admissible in proceedings to which genuine attempt at settlement (not, as an exception to the general rule which precludes the dispute gives rise, or to any other for example, simply a statement of the admission of without prejudice communications. If prejudice correspondence: Solicitors -v- Harrison litigation concerning similar or related the party’s case). the parties wish to exclude the general rule that would • Although not determinative, it is better to label issues. Where the communication is otherwise apply, they must say so. settlement negotiations as ‘without prejudice’ or [2019] EWHC 2065 Additionally, even where a expressed to be ‘without prejudice’ ‘WPSATC’. communication has not been In Marcura Equities FZE & Ors -v- Nisomar Ventures & (Ch) provided guidance and privilege attaches, the contents expressly labelled without prejudice, others [2018] EWHC 523 (QB) Nicholas Vineall QC (sitting • Ensure that the correspondence is marked ‘WPSATC’, of that communication cannot be on the application it is possible that privilege will still as a deputy High Court judge) reached a similar conclusion if you wish to be able to refer to the correspondence referred to in subsequent proceedings of without prejudice attach. If the communications are to that in Cammack. In Marcura, which also concerned a at a later date on the question of costs. at any time, not even with respect to settlement meeting that was without prejudice but was genuinely aimed at settlement, the • Pre-action correspondence can be sent without privilege, in particular costs. silent as to whether it was ‘save as to costs’, the judge court or tribunal can infer that such prejudice provided a dispute has arisen between the determined that there was nothing in the surrounding with respect to Alternatively, a communication might correspondence nonetheless attracts parties. Not all without prejudice correspondence circumstances that could give rise to an inference or be labelled ‘without prejudice save as privilege. However, if a dispute arises, must contain an offer for settlement, but the communications not conclusion that the settlement meeting was intended by to costs’ (WPSATC), in which case the it is for the party asserting privilege to correspondence must be related to a genuine attempt both parties to be WPSATC as opposed to simply without expressly labelled as content of the communication cannot prove that it attaches. to settle. be referred to in the substantive prejudice. In the case of Sternberg, the judge without prejudice. dispute, but it may be relied upon • Privilege can attach to a failure to respond to a stated that where correspondence is In light of the apparently inconsistent authorities, the by the parties when it comes to without prejudice offer or message, as well as an treated as being without prejudice, best course of action is to avoid the argument altogether assessment of costs. actual reply. In this article, we look not because it was labelled as such by being clear at the start of any correspondence or at the protection that This is an important difference. Given but simply because it was an attempt discussions which are aimed at settlement. If you do not • Be aware that correspondence labelled without the potential costs implications of to settle an active dispute, there wish the correspondence to be referred to on the question prejudice may not be considered as such unless it without prejudice rejecting or ignoring a WPSATC was no public policy justification of costs then it should be marked ‘without prejudice’. If you relates to a dispute between the parties and the privilege can provide, offer, labelling correspondence preventing it from being referred to do want the correspondence to be admissible at a later communication has been made in a genuine attempt date on costs issues then it should be marked ‘WPSATC’. to settle the dispute. how best to use it, and WPSATC can be a strategic way of on issues of costs as distinct from focusing another party’s mind on issues in the substantive dispute. In • Privilege will not attach to a final settlement the impact of Sternberg. settlement while protecting your other words, it was treated as being Other effects agreement or its enclosures. Take great care to avoid substantive position against any WPSATC. The judgment also held that an arbitrator has no discretion any without prejudice material making its way into Without prejudice privilege attaches concessions made in the course of The decision in Sternberg, however, to waive or disapply the without prejudice rule. This makes the settlement wherever possible. If included, ensure to all communications, whether oral that correspondence. If an offer is seems counterintuitive and indeed the it even more important to get the distinction correct. there is a confidentiality clause preventing subsequent or written, which are genuinely aimed made simply on a without prejudice case law is not entirely consistent. disclosure. at settling a dispute. The purpose of basis it will not afford the same costs Lastly, once without prejudice privilege exists, it can the privilege is to ensure that parties protection. In Gresham Pension Trustees -v- only be waived by consent of all parties and costs • Where settlement has been agreed but the contract to a dispute can engage fully and Cammack [2016] EWCA (Admin) consequences may apply to any party that deliberately has not been finalised, correspondence should be frankly in settlement negotiations, What if the 635, the Court of Appeal considered discloses without prejudice correspondence during titled ‘without prejudice and subject to contract’. without fear that any admissions or conversations that were clearly the course of the proceedings. Care should always be concessions made against their own correspondence is covered by without prejudice taken not to refer to the content of without prejudice interests will later be used against not labelled? privilege but had not been stated communications unless the parties have agreed or Amy Walmsley them in subsequent proceedings. The expressly to be so. A note of the the outstanding dispute relates to costs and the [email protected] rule is justified by the public policy It is important to note that the label conversations, which had been correspondence was marked WPSATC. Toby Miller interest in facilitating settlement and attached to settlement offers or deployed in costs proceedings, was [email protected] avoiding litigation. negotiations will not necessarily be held to be inadmissible because determinative. For privilege properly the parties had not stated that the to attach, there must be a dispute conversations were to be WPSATC.

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Focus: anti-suit injunctions

Vexation and oppression - High Court breaks new ASI ground

Introduction Gunvor Singapore Pte Ltd (G) and Following conclusion of the Head Mr Burrows QC found that the claim • Manipulation of pleadings to avoid Can a party obtain an Clearlake Shipping Pte Ltd (C) -v- Xiang Charter, receivers commenced against C arose out of the Head English jurisdiction - by bringing Anti-suit injunctions (ASIs) have Da Marine Pte Ltd (X),1 a case decided proceedings against X in the Charter and therefore the exclusive tortious claims against G (and not ASI against proceedings developed into important strategic in the context of a charterparty chain, High Court of Singapore alleging jurisdiction clause therein applied and C), X sought to manipulate the Third tools in international litigation. is a recent addition to that body of misdescription of cargo shipped the jurisdiction clause contained in the Party Claims to avoid being caught brought against a third Although they do not affect the merits case law. Here, the High Court held that according to switch bills of lading. letter of indemnity was not inconsistent by the exclusive jurisdiction clause party? of a claim, they restrain a party from procedural manoeuvring, designed to X sought to join C and G to those with the exclusive jurisdiction clause in in the Head Charter. The instructions C, in a separate application also pursuing proceedings in a foreign avoid an exclusive jurisdiction clause, proceedings, bringing third party the Head Charter. There was therefore given - upon which a fraudulent considered by Mr Burrows QC at the jurisdiction. justified the granting of an ASI. claims against both in Singapore (the a sufficient basis for an ASI in favour of case was being same hearing, contended that the Third Party Claims). C on contractual grounds. constructed - were pursuant to In English law, ASIs are granted on two exclusive jurisdiction clause in the the charter chain and so should main bases. The foreign proceedings The facts As against G, the judge decided it Head Charter extended to () fall within the exclusive jurisdiction either: X chartered a vessel to C under a The anti-suit injunction would be vexatious or oppressive for claims against G. C argued it should be clause in the charters. 1. constitute a breach of an exclusive charterparty containing an exclusive applications the Third Party Claims to be heard in entitled to obtain an ASI to prevent X jurisdiction clause in favour of the Singapore and an ASI should also be • Forum fragmentation - to avoid from advancing claims against G. jurisdiction clause (the contractual At an ex parte hearing in April 2019, English courts (the Head Charter). granted. forum fragmentation, all claims basis); or Bryan J granted both C and G interim Mr Burrows QC declined to make a should be heard in England. The C subsequently Sub-Chartered the ASIs to restrain X from pursuing In deciding to grant an ASI to G, Mr determination on this issue, having 2. they are otherwise vexatious or overlap in issues between X’s dispute vessel to G, under a charterparty the Third Party Claims on the basis Burrows QC reached the following already confirmed ASIs in favour of oppressive (the with C (which was to come before that similarly contained an exclusive that these claims clearly related to conclusions: both claimants. He stated obiter that basis). the English courts) and X’s dispute jurisdiction clause in favour of the contracts containing English High there are a number of factors that • Consistent exclusive jurisdiction with G, was far more significant than The factors giving rise to an ASI on English Courts (the Sub-Charter). Court jurisdiction clauses (namely the would have to be weighed against each clauses - the Head Charter and the any overlap with issues arising in the a contractual basis can usually be Head Charter, the letter of indemnity other to decide the matter, indicating During performance of the Head Sub-Charter contained exclusive proceedings between receivers and established without much difficulty - and the Sub-Charter). that this may still be a potential ground Charter, C issued several letters of English jurisdiction clauses, both X in Singapore. provided that a written contract exists for ASIs in the future in suitable indemnity in favour of X. The letter of X contested the ASIs and a return indicating that England was the of course. circumstances. indemnity applicable to this dispute date hearing took place in July natural forum for the Third Party Lessons learnt The only avenue available to injunct contained an asymmetric English 2019. Andrew Burrows QC, sitting Claims. This is notwithstanding the Hill Dickinson (Paul Taylor and Saskia The High Court will protect the a non-contractual claim is to obtain jurisdiction clause (namely the as a deputy judge of the High Court, fact that all three parties were based Scharnowski) acted for Gunvor intention and effect of exclusive an ASI on vexatious or oppressive owner had an option to commence determined that both interim ASIs in Singapore. Singapore Pte Ltd in the above action. jurisdiction clauses where a party seeks grounds. The factors which courts proceedings in more than one should be made final. • Ordinary claims procedure would to construct a tort claim to circumvent Saskia Scharnowski take into account for such injunctions jurisdiction but the charterer did not). have not however been conclusively By the time the case reached Mr have resulted in English jurisdiction the otherwise proper contractual basis [email protected] There was no contractual relationship - the ordinary course of charterparty established. Consequently, parties Burrows QC, X had reformulated the for the claim. Paul Taylor between X and G and no direct proposed Third Party Claims seeking chain disputes would have required must look to the evolving body of Parties should be cautious when [email protected] contact between them: G sent its to circumvent any reliance on contract X to bring the Third Party Claims case law for guidance to ascertain deciding to pursue a tortious claim voyage instructions to C, which in turn claims and instead relying upon (both tortious and contractual) circumstances that may amount to against another party in a charterparty provided instructions to X. allegedly fraudulent solely against C, such that it would vexation or oppression. chain where, in spite of the absence of a made when instructions to issue switch have been caught by the jurisdiction direct contractual link, that claim is likely bills of lading were given. As such, X clause in the Head Charter. In turn, to be caught by an exclusive jurisdiction stated its claims were solely tortious C would have passed those claims clause in the charter. That may well and so fell outside the scope of the to G by way of separate action. result in the granting of an ASI. jurisdiction clauses in the letter of Both actions would have fallen indemnity and the charters. within the scope of the exclusive jurisdiction clauses in the respective charterparties. 1 (The Chang Hang Guang Rong) [2019] EWHC 2284 (Comm)

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• The applicant should have commenced arbitration first – the Arbitration update: English seat does not arbitrators appointed in accordance with ICC procedure would have necessarily mean English law primary jurisdiction to determine whether the Russian proceedings Enka Insaat Ve Sanayi As -v- ooo ‘Insurance Company Chubb’ and others were brought in breach of the arbitration clause. The applicant’s [2019] EWHC 3568 (comm) failure to commence such arbitration when they were first on notice of the In this application for an anti-suit may be governed by different considered in the context of the possibility of a claim is a significant injunction, Mr Justice Baker analysed systems of law. It is well established whole arbitration clause; and the that weighs against the grant how far a choice of arbitral seat that an arbitration agreement is arbitration clause must be considered of an ASI. conveyed a choice of governing law in separate to the contract that contains in the context of the whole contract. • Foreign proceedings brought in an arbitration agreement. it. This makes it a natural candidate The following key points emerge from good faith - the defendant believed for being governed by a system of law Mr Justice Baker’s judgment: in good faith that its claim did not fall Case background different to that which governs the within the scope of the arbitration contract generally. • Delay - the applicant had The applicant was seeking to injunct clause. Russia was the most obvious substantially delayed in seeking the court proceedings in Russia on the In the present case, neither the and natural forum for its claim and injunction, having been notified of basis that they were brought in contract itself, nor the arbitration the defendant therefore acted the possibility of a claim 18 months breach of an arbitration clause. The clause in question made express reasonably when approaching the prior. This strongly militated against dispute arose under a construction provisions conveying a choice of Russian courts. issuing an ASI. contract that contained terms law. However, the arbitration clause • Submission to Russian law - the referring any disputes to ICC stipulated that the seat of the • The chosen arbitral forum had no applicant had conceded before arbitration. arbitration would be in London, preferential connection to England the Russian court that Russian law England. - ICC arbitration is conducted under Rather than seeking relief before applied to the contract, a stance that the auspices of a supranational the courts in Russia, the applicant Mr Justice Baker acknowledged that was inconsistent with the position it institution. Because of the ICC’s approached the High Court in an express choice of seat may convey had taken before the English Court. delocalised nature, it cannot be London. or imply a choice of governing law said that an arbitral seat in London for an arbitration clause. Further, he Lessons learnt According to the applicant, the automatically indicates a choice also resolved that it remains good law English courts had jurisdiction to of English law for the arbitration Parties must not delay when applying that the choice of arbitral seat could determine the scope of the arbitration agreement. for an ASI. indicate the choice of law applicable clause because that clause itself to the whole contract, provided of • No personal jurisdiction over In the case of an apparent breach of was governed by English law. This course that there were no other terms defendant – although the English an arbitration clause, a party seeking was notwithstanding the fact that conveying a choice of law. court, as the court of the seat, has relief should commence arbitration the applicant had previously agreed a special role as supervisory court and request an express order as to before the Russian courts that Russian Despite these initial conclusions, the under the New York Convention[1], jurisdiction from the arbitrators. law applied to the main provisions of injunction was refused. The applicant that does not mean that it has the contract. would have to approach the Russian Choosing England as the arbitral seat is exclusive or primary jurisdiction to courts to decide whether the dispute no substitute for including an express enforce the parties’ obligations to before it was brought in breach of the choice of English law in an arbitration Legal principles arbitrate. In granting an ASI, the arbitration clause. agreement. Parties should take care to engaged court does not act as an arbitral draft their contract so that there is no supervisory court, but exercises The applicant’s contention is not room for doubt. Reasons for refusal substantive jurisdiction. This as novel as it may seem. Mr Justice In analysing the arguments brought requires the court to have personal Saskia Scharnowski Baker recounted that it was trite law by both parties, Mr Justice Baker jurisdiction over the party that is [email protected] that different parts of one contract emphasised that any contractual made subject to the injunction. Paul Taylor term must be considered in context. [email protected] The choice of arbitral seat must be

[1] Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958), articles V(1)e and VI

12 13 TRADE ADVANTAGE MARCH 2020

A challenging challenge: section 68 reviewed A question of attribution K -v- S [2019] EWHC 2386 (Comm) A limited liability complain that the auditors had failed to In the famous case of Tesco discover and prevent the fraud because Supermarkets -v- Nattrass, the question company (LLC), being a the company itself had deceived the was whether the acts or omissions of a Introduction fictional person, can only auditors. One can see some moral store manager should be attributed to At the Commercial Court Users Group • With the final hearing in the • Section 68 of the Act is only force in that decision. But, although the company. The legal rule in question meeting of November 2019, it was arbitration taking place in two weeks’ concerned with due process. The act through the medium the liquidators brought the claim was one that provided a defence to reported that, in the court year 2018-19, time, expert evidence ought to have Decision did not determine any against the auditors in the name of a shop owner charged with a breach the number of applications to challenge been tested properly and the new matter of substance against K but of natural persons. A the company, it was a claim which, in of the Trade Descriptions Act 1968. A an award on the grounds of serious claim ought to have been advanced was a ‘paradigm example of a case question that often reality, was brought for the benefit of shop owner prosecuted for displaying irregularity, under section 68 of the and particularised first in written management procedural decision’. the company’s creditors; and it is the a notice that goods were being offered Arbitration Act 1996 (the Act), had submissions The court could not therefore take arises is whether acts creditors who lost out. at a price less than that at which they were in fact being offered had a defence fallen dramatically to 19 from 71 the year it upon itself to assess whether the In the recent Supreme Court decision of individuals are to be if (1) the commission of the offence was before. Decision was correct. in Singularis Holdings Limited -v- K’s court application caused by ‘another person’ and (2) the treated as those of the Daiwa Capital Markets Europe Limited Teare J ‘expressed hope that parties K applied to the English courts under • The Decision was not an award within shop owner had taken all reasonable [2019], the trial judge had held that the were hearing the message that the section 68 for the Decision to be set aside the meaning of the Act, as it did precautions and exercised all due company. It is a question company’s bank was in breach of the hurdle for these applications is high’. or remitted to the tribunal with directions. not entail a final determination on diligence to avoid the commission of so‑called Quincecare duty of care. At a previous meeting, it was noted To succeed with a section 68 appeal of the merits of a substantive point in of attribution. such an offence. that only one of the 34 section an award, an applicant must show that the arbitration. It was not therefore The Quincecare duty states that a Sometimes, the answer will be found Analysing the purpose of the 68 challenges made in 2015 had there has been an irregularity which is capable of challenge under section 68. must refrain from executing an in the company’s written constitution, legislation, the House of Lords held succeeded, none of the 31 made in (a) serious; (b) of a kind listed among order for the transfer of funds and for the articles of association, which that precautions taken by the board 2016 had succeeded and, up to that nine distinct issues at section 68(2) of so long as the banker is put on enquiry Commentary confers decision-making powers on the of directors were sufficient to count as point, none of the 47 made in 2017 had the Act; and (c) has caused or will cause in the sense that he has reasonable This case is a reminder of how shareholders and the board of directors. precautions taken by the company and succeeded. serious injustice. For the purposes of (b), grounds of believing that the order is an infrequently section 68 challenges that the store manager’s negligence was K claimed that the tribunal had failed to Where the answer cannot be found attempt to misappropriate funds of the The decision in K -v- S provides an succeed. In particular, parties should be not attributable to the company. comply with its duty to give each party in the company’s constitution, it will customer. example of how hard it is to succeed aware that it is only possible to mount a reasonable opportunity of putting its usually be found by applying the On the other hand, in Moore -v- Bresler, with a section 68 challenge. It also such a challenge to an arbitration award principles of the agency. In Singularis, Daiwa processed payment case. where a company was required to serves as a warning against raising a and it will not be possible to do so if instructions given to them by a rogue make a return for tax purposes and new claim in an arbitration in the course the decision in question falls within the The enquiry can be in danger of leading director in circumstances where any the made it an offence to make of expert evidence. The court’s judgment tribunal’s case management powers. to paradoxical results, for example reasonable banker would have realised a false return with intent to deceive, where the company is a victim of a that there were obvious signs that The court dismissed K’s application for It also demonstrates the risks involved it was held that the dishonesty of the fraud practised on it by the company’s he was perpetrating a fraud on the The decision in the the following reasons: in raising a new claim as part of expert employee authorised to make the return ‘directing mind’. Is the fraudulent intent customer. arbitration • The Decision fell within section 34 evidence served in an arbitration and of the rogue director attributable to the should be attributed to the company. of the Act, under which the tribunal in straying beyond the remit on which company? Daiwa argued that, since the rogue S was the claimant and K was the In Singularis (which, like Stone and was entitled to decide all procedural expert evidence is to be addressed. director was the company’s controlling respondent in the underlying arbitration, In the context of a fraud perpetrated Rolls, was a claim brought by liquidators and evidential matters, including A party’s case will often change in mind and will, his fraud was attributable in which K served an expert report against a third party, the fraudulent of the company for the benefit of the admissibility of material tendered on the course of an arbitration. However, to the company. On that basis, Daiwa from a forensic accountant (the Expert intent of the rogue director was company’s creditors), the Supreme matters of fact or opinion. the way to deal with a new claim is to reasoned, the company’s claim against Report). S applied to the tribunal to Court identified the rule in question seek directions to amend one’s written attributed to the company. In Stone it failed either through illegality, have the Expert Report ‘struck out as the bank’s Quincecare duty of care • Before the Decision was made, K had pleadings, to allow one’s opponent to and Rolls Limited -v- Moore Stephens lack of causation (the breach of the from the record of the arbitration’ on towards the company and found that made written and oral submissions have the opportunity to respond to [2009], the company was controlled by Quincecare duty was not a cause of the ground that it was based on new the purpose of the Quincecare duty was to the tribunal as to why it should be the new claim and, if necessary, for an an individual who caused it to defraud the company’s loss) or because Daiwa allegations. to protect the company against the sort allowed to adduce the Expert Report. adjournment of an impending hearing. a bank. The company was sued for had a countervailing claim against the There was therefore no failure in due deceit and went into liquidation upon of misappropriation of funds which, in The tribunal decided not to admit the company for deceit. process in the tribunal reaching its If a party instead asks an expert witness judgment being given against it. The fact, took place. As the trial judge put Expert Report (the Decision) for the Decision. to provide evidence on matters that do company’s liquidators then brought The Supreme Court said that the it, to attribute the fraud of the rogue following reasons: not arise from the pleaded facts, it risks proceedings against the company’s question of attribution is not ‘one director to the company would be to • The Expert Report advanced a new refusal by the tribunal to admit such auditors, complaining that they had of metaphysics’ but one that turns ‘denude the duty of any value in cases claim evidence. failed to detect and prevent the on the particular rule of law under where it is most needed’. commission of the fraud. consideration. Whether or not an • K had not previously pleaded or John McNeilly The fairness of the result in Singularis individual’s acts are to be attributed to sufficiently pleaded the factual [email protected] is obvious. The answer to the question The majority in the House of Lords held the company will depend on the legal circumstances upon which the new of attribution depends on why you are Darren Wall that since the rogue individual was rule that is engaged. claim relied asking. [email protected] the ‘directing mind and will’ of Stone and Rolls, knowledge of his fraudulent Ed Cheyney activities should be attributed to the [email protected] company. The company could not

14 15 TRADE ADVANTAGE MARCH 2020

Dealing first with the Braganza duty, Relational contracts were defined in Comment the Court clarified that, following Yam Seng as being ‘those governing Equitas Insurance Limited4, it is only long term relationships to which This decision makes a helpful Contractual termination upon undertaking the construction of the parties make a substantial contribution to the current the relevant provisions that the view commitment’. Furthermore, such development of the law on the could be taken as to whether such relational contracts ‘may require a question of the implied duties of good provisions were creating an absolute high degree of communication, co- faith in commercial contracts. right: an implied contractual right or a discretion in operation and predictable performance The starting point remains that there is favour of one party. based on mutual trust and confidence’. no general requirement for good faith The distinction matters in that a In this case, the Court was prepared in English contract law, nor a generally Braganza duty is likely to apply, in to accept that the JOAs were applicable implied duty of good faith in qualification of good faith? the absence of clear language to arguably ‘relational’ contracts, a commercial contract. the contrary, to the exercise of a but it did not lead to a necessary Contractual certainty is paramount TAQA Bratani Limited and others -v- Rockrose UKCS8 LLC1 contractual discretion that involves implication that the termination right in English law and the view is taken making an assessment or choosing on which TAQA relied were subject that a general doctrine of good faith 5 from a range of options . Examples of to an obligation of good faith. would create too much uncertainty by such discretion are found in a trading In a recent decision the High Court In June 2019, the claimants (TAQA) Again, on a true construction of the creating obligations that are potentially The High Court’s decision platform’s entitlement to revoke trade considered whether a contractual voted unanimously to terminate the termination provisions, the claimants vague and subjective. The High Court found in favour of the deals regarded as abusive6 or in a termination right in a joint operating defendant’s appointment as operator had an unqualified and absolute power claimants. bank’s entitlement to charge its client a However, a growing body of case law agreement (JOA) was qualified by an under each of the JOAs and served on and, therefore, it was not necessary, implied duty of good faith or a duty the defendant a 365 days’ notice of discretionary additional fee7. supports the view that a duty of good The Court first considered the effect and indeed it was impermissible, to faith, and the corollary Braganza duty, not to exercise this termination right termination. of the express terms of the termination If however the terms of the agreement imply a term that qualified what the arbitrarily, capriciously or irrationally may be implied in some circumstances The defendant (RRUK) argued that provisions and whether terms were to were that of an absolute contractual parties had agreed between them. (often referred to as Braganza duty2). into a certain class of commercial the exercise by the claimants of the be implied in these provisions. right, as in this case, the Court stated ‘There are’, the Court said, ‘no special contracts. that ‘extending Braganza to such rules of interpretation or implication relevant contractual procedures was Having analysed the language of Background provisions would be an unwarranted that apply to [relational] agreements’11. The development of this area of law invalid and of no effect because the the JOAs in light of the established interference in the freedom of parties is not without its challenges. Recent The parties held petroleum licences apparently unqualified power to principles of construction, helpfully The Court further held that, even if that to contract on the terms they choose, decisions, including this one, firmly from the UK government to extract oil terminate under the JOAs was subject summarised in the judgment, the Court latter conclusion was wrong, there was at any rate’ the Court added, ‘where adopt a restrictive approach pursuant and gas from five fields in the North to an implied duty of good faith and/or found that, on their true construction, ‘no industry practice that requires a there is no fiduciary relationship to which, in commercial contracts, the Sea. They operated each block as an an implied Braganza duty. the terms of the contractual 8 party to look to the interest of the joint implication of good faith terms will unincorporated joint venture, governed created by the agreement’ . TAQA however asserted that the termination right were unqualified venture when exercising unqualified only be possible where it follows the by a JOA relevant to the particular termination provisions created an and did not require any evaluatory RRUK’s alternative argument, the duty contractual powers’ and the industry established principles of construction block. express and unqualified right to or adjudicatory exercise before the of good faith, relied on the assertion practice ‘does not even require a party and implication. The JOAs proceeded on the basis that terminate which, on established decision to remove was made. that the JOAs were ‘relational’ exercising a right to discharge to contracts and that, as per Yam Seng9, explain why they have done so’. There On the current state of the authorities, one of the joint venturers would be the principles, could not be subject to It followed that, in application of the a term was to be implied requiring the was, therefore, no support for the it would appear that a carefully drafted ‘operator’, responsible for managing the implied terms suggested by the principles set out in the Supreme parties to deal with each other in good implication of a duty of collaboration agreement that accurately reflects the all the operational and commercial defendants. TAQA initiated High Court Court decision M&S -v- BNP Paribas3, 10 intention of the parties remains the activity. The JOAs clearly expressed proceedings seeking declaratory faith . and co-operation, as alleged by RRUK. no implied term was necessary to best safeguard against the uncertainty however that they were not intended to judgments that the termination of the give business efficacy to the JOAs that may arise from a later suggestion, create a partnership or an association JOAs was valid. or in order to give effect to what 1 [2020] EWHC 58 (Comm) by one the parties to the agreement, between the parties, thus not giving was so obvious that it went without 2 See Braganza v BP Shipping Ltd & another [2015] UKSC 17 that duties of good faith are to be rise to the sort of fiduciary duties that saying. In other words, the contractual 3 Marks & Spencer Plc v BNP Paribas Securities Services [2015] UKSC 72 implied. would otherwise have arisen. termination provisions were unqualified 4 Equitas Insurance Limited v Municipal Insurance Limited [2019] EWCA Civ 718 The JOAs further provided that the and were to take effect in accordance Jean Francois Van Hollebeke 5 See Mid Essex Hospital Service NHS Trust v Compass Group UK [2013] EWCA Civ 200 [email protected] operator’s activities were supervised with their terms. 6 See e.g. Shurbanova v Forex Capital Markets Lts [2017] EWHC 2133 (QB) by an operating committee on which Ed Cheyney This latter conclusion was decisive 7 See e.g. BHL v Leumi ABL Limited [2017] EWHC 1871 (QB) each participant in the JOAs was [email protected] in addressing RRUK’s suggestions as 8 At paragraph 53 represented. Under the terms of the regards the implication of a Braganza 9 Yam Seng Pte v International Trade Corp [2013] EWHC 111 (QB) JOAs, the operating committee was duty and a duty of good faith in the entitled to remove the operator by 10 There is no standard definition of “good faith” in English law and its scope will vary according to the context JOAs. in which it is found. It is however understood to mean, at least, acting in a manner that is not improper or unanimous vote and by giving at least commercially unacceptable, even if it is not actually dishonest. 90 days’ notice. 11 Paragraph 59.

16 17 TRADE ADVANTAGE MARCH 2020

Team news New joiners and rejoiners

Anastasia Amy Cansu Alexaki Walmsley Yildirim Anastasia is dual qualified as an English Amy has recently re-joined the Cansu joined the commodities solicitor and Greek lawyer. After initial team as a qualified solicitor. Amy team in December 2019 as a legal experience in the shipping industry previously worked in the team for administrative assistant. She studied Magic Breakfast charity events Dubai Sugar Conference 2020, 9–12 in Greece, Anastasia joined an IG P&I three years before commencing her Law at City University and finished Our first year trainees organised a charity event, which February, Dubai club in London where she advised training contract at Hill Dickinson. her legal practice course in 2018. took place on 20 February, in order to raise money for our Andrew Buchmann and Jean-Francois van Hollebeke vessel owners and charterers on a wide During her training, Amy worked in She has had experience working at a London office’s chosen charity: Magic Breakfast. The event represented the commodities team at this year’s conference variety of dry and wet shipping issues, the commodities team and in the shipyard in Turkey, assisting with the was well-attended and, along other charity events that have which saw the leading participants in the sugar industry notably in relation to cargo claims, firm’s Piraeus shipping team. Now building, buying and selling of vessels been organised by the London trainees since September, come together to predict market supply and demand, demurrage/detention claims, offhire/ qualified, Amy has experience in both internationally. it brought the total amount raised for Magic Breakfast to production levels from Thailand, Brazil and India, and the unpaid hire and freight/deadfreight contentious and non-contentious an incredible £7,414.28. Magic Breakfast is a charity, which likelihood of increased market participation and production claims. Anastasia is a former member marine matters, including dispute aims to end hunger as a barrier to education in UK schools. from Russia. of the Club’s Go-To resolution in a variety of arbitration For 30p, the charity can give a child a healthy breakfast and team and regularly advised the Club’s forums and the English High Court. make sure that no child is too hungry to learn. membership on bill of lading queries. Amy has worked on a number of commodity and wet and dry shipping Jean-Francois disputes including cargo claims, laytime disputes, quality disputes, Van Hollebeke damage, shortage claims, Jean-Francois has recently returned and sale contract and bill of lading from a nine-month secondment to Olga disputes. the legal department of a major oil company in the Middle East. A very Newman enriching experience, during which Before joining the firm, Olga trained, Jean-Francois worked on a wide qualified as a solicitor (2016) variety of matters, ranging from the and practiced at another leading negotiation of long-term contracts to commodities firm in the city. Her work international joint ventures. covers a wide range of contentious and transactional matters which include commodity sale contracts, commodity trade finance (including such structured deals) and commodity trading disputes (LCIA, GAFTA, FOSFA). On the trade finance side, Mining Indaba 2020, 3–6 February, Talk at the Institute of Maritime Law, Olga has acted for a variety of banks, funds and blue chip commodities Cape Town Southampton houses on a range of matters including Andrew Buchmann, together with members of Hill On 12 February, Darren Wall was invited to give a talk to drafting and negotiating bilateral Dickinson’s corporate mining team, attended this year’s the LLM students of the Institute of Maritime Law at the and syndicated facilities, prepayment Mining Indaba. The conference brought together thousands University of Southampton, which held its Wednesday and pre-export finance, receivables of participants in the global mining resources industry, with Practitioner Seminar Series. He discussed the Court of purchase and security documentation. much of the focus this year being on issues of sustainability Appeal decision in Classic Maritime -v- Limbungan [2019] and environmental social and corporate governance (ESG) EWCA Civ 1102. We discussed the case in a previous edition. investment strategies.

18 19 TRADE ADVANTAGE MARCH 2020

For further information about our Key contacts services, please contact any member of our dedicated commodities team. London Jeff Isaacs Anastasia Alexaki Partner and Head of Commodities Associate +44 (0)20 7280 9125 +44 (0)20 7280 9389 [email protected] [email protected] Mark Aspinall Elaine Carter Consultant Associate +44 (0)20 7280 9373 +44 (0)20 7280 9320 [email protected] [email protected] Andrew Buchmann Olga Newman Partner Associate +44 (0)20 7280 9283 +44 (0)20 7280 9386 [email protected] [email protected] Edwin Cheyney Conor O’Brien Partner Associate +44 (0)20 7280 9133 +44 (0)20 7280 9349 [email protected] conor.o’[email protected] Fred Konynenburg Saskia Scharnowski Partner Associate +44 (0)20 7280 9250 +44 (0)20 7280 9126 [email protected] [email protected] Claire Messer Amy Walmsley Partner Associate +44 (0)20 7280 9129 +44 (0)20 7280 9278 [email protected] [email protected] Paul Sinnott Charlotte Wood Partner Trainee +44 (0)20 7280 9374 +44 (0)20 7280 9324 [email protected] [email protected] Paul Taylor Katia Tsidemidi Partner Paralegal +44 (0)20 7280 9261 +44 (0)20 7280 9140 [email protected] [email protected] About Hill Dickinson Darren Wall Cansu Yildirim Partner Legal Admin Assistant The Hill Dickinson Group offers +44 (0)20 7280 9265 +44 (0)20 7280 9105 a comprehensive range of [email protected] [email protected] legal services from offices in Beth Bradley Partner Liverpool, Manchester, London, +44 (0)20 7280 9317 Leeds, Piraeus, Singapore, Singapore [email protected] Monaco and Hong Kong. Miranda Hearn Shanna Ghose Senior Associate Partner Collectively the firms have more +44 (0)20 7280 9136 +65 6576 4726 than 850 people including 185 [email protected] [email protected] partners and legal directors. John McNeilly Sumeet Malhotra Senior Associate Partner +65 6576 4747 +44 (0)20 7280 9141 The information and any commentary contained in this [email protected] [email protected] newsletter are for general purposes only and do not con- Toby Miller Marina Taouxi stitute legal or any other type of professional advice. We Senior Associate Senior Associate do not accept and, to the extent permitted by law, exclude liability to any person for any loss which may arise from +44 (0)20 7280 9126 +65 6576 4724 relying upon or otherwise using the information contained [email protected] [email protected] in this newsletter. Whilst every effort has been made when Jean-Francois Van Hollebeke Christina Whitehead producing this newsletter, no liability is accepted for any Senior Associate Associate error or omission. If you have a particular query or issue, +44 (0)20 7280 9279 +65 6576 4734 we would strongly advise you to contact a member of the commodities team, who will be happy to provide specific [email protected] [email protected] advice, rather than relying on the information or comments in this newsletter.

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