Official blog of Swansea University's IISTL, where we keep you up to date with the latest maritime and commercial legal news.
“Subject to review” in conclusion of charterparty.
In Toptip Holding Pte Ltd v Mercuria Energy Trading Pte Ltd [2017] SGCA 64, the Court of Appeal of Singapore considered the effect of a ‘subject to review’ clause in an exchange of emails concerning the conclusion of a charterparty. Mercuria had made an offer “otherwise subject to review of charterers pro forma charterparty with logical amendment” to which Toptip had replied “we confirm acceptance of your offer”. This showed that the parties intended to be immediately bound, even where there would be later discussion of standard terms. A copy of a charter used by the parties several months earlier was then sent to the broker.
The Court of Appeal held that a contract had been concluded and that Mercuria were entitled to damages following a subsequent repudiation by Toptip. The “subject to review” clause was to be distinguished from “subject to contract” or “subject to details”. It was either a condition precedent or a condition subsequent (as in The Pacific Champ [2013] 2 Lloyd’s Rep 320.). Here it was the latter and the words “with logical amendments” indicated only amendments consequential to what had already been agreed”.
Professor Simon Baughen was appointed as Professor of Shipping Law in September 2013 (previously Reader at the University of Bristol Law School). Simon Baughen studied law at Oxford and practised in maritime law for several years before joining academia. His research interests lie mainly in the field of shipping law, but also include the law of trusts and the environmental law implications of the activities of multinational corporations in the developing world. Simon's book on Shipping Law, has run to seven editions (soon to be eight) and is already well-known to academics and students alike as by far the most learned and approachable work on the subject. Furthermore, he is now the author of the very well-established practitioner's work Summerskill on Laytime. He has an extensive list of publications to his name, including International Trade and the Protection of the Environment, and Human Rights and Corporate Wrongs - Closing the Governance Gap. He has also written and taught extensively on commercial law, trusts and environmental law. Simon is a member of the Institute of International Shipping and Trade Law, a University Research Centre within the School of Law, and he currently teaches at Swansea on the LLM in:Carriage of Goods by Sea, Land and Air; Charterparties Law and Practice; International Corporate Governance.
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