GSP Fortuna Ltd v Dean International Trading SA
2014
COMMERCIAL COURT
United Kingdom
CORAM
- MR JUSTICE WALKER
Areas of Law
- Contract Law
- Civil Procedure
2014
COMMERCIAL COURT
United Kingdom
CORAM
AI Generated Summary
In this case, GSP Fortuna and GSP Britannia sold two off-shore drilling units to Dean, who allegedly defaulted on payments. The sellers sought summary judgment for liquidated damages, but Dean opposed, arguing the Britannia Sale Agreement was abandoned and there was an estoppel preventing claims on the Fortuna contract. The Court refused summary judgment, finding that Dean had a realistic prospect of success defending the claims, necessitating a trial.
Judgment
Mr Justice Walker:
A. Introduction 1 A1. The actions and the application 1 A2. The outcome of the applications 7 A3. The procedural history 11 B. Legal principles: summary judgment 16 C. The written agreements 19 C1. Written agreements: an overview 19 C2. The Sale Agreements as made on 25 June 2012 20 C2.1 Written terms and Sellers’ observations 20 C2.2 Payment of the price 22 C2.3 The condition of the Units 29 C2.4 Closing 33 C2.5 Applicable Dates 36 C2.6 Conditions precedent 39 C2.7 Consequences if closing did not occur 41 C2.8 The “En Bloc” Provision 43 C2.9 Entire agreement, amendment and addition 44 C3. Amendments to the Sale Agreements 45 C4. First amendment of the Fortuna Sale Agreement 47 C5. Second amendment of the Fortuna Sale Agreement 48 C6. Status of the Britannia Sale Agreement 50 C7. Brokerage Agreements 52 D. Factual assertions and evidence 56 E. The Britannia liquidated claim 105 F. The Fortuna liquidated claim 115 G. Conclusion 131
A. Introduction
A1. The actions and the application
Each of these two actions is brought by a single, but different, claimant. I shall refer to the two claimants as “GSP Fortuna” and “GSP Britannia” respectively. Each action concerns a drilling rig of a type known as a mobile off-shore drilling unit (“MODU”). The two rigs are named respectively GSP FORTUNA and GSP BRITANNIA. I shall refer to them individually as “the Fortuna Unit” and “the Britannia Unit” (or simply “the Unit”), and I shall refer to them together as “the Units”.
Each Unit was the subject of a separate MODU Sale Agreement dated 25 June 2012 by which it was sold to the defendant (“Dean” or “Buyer”). I shall refer to the agreements individually as “the Fortuna Sale Agreement” and “the Britannia Sale Agreement” (or simply “the Sale Agreement”), and I shall refer to them together as “the Sale Agreements”. Under the Fortuna Sale Agreement the seller was GSP Fortuna. Under the Britannia Sale Agreement the seller was GSP Britannia. Each Sale Agreement referred to the respective claimant as “Seller”. I shall do the same where convenient, and I shall refer to them together as “the Sellers”. In the remainder of this judgment, other words beginning with capital letters represent defined terms in the Sale Agreements.
The Sellers say that:
each of the Sale Agreements provided:
for completion of the sale and purchase in each case to take place at a “Closing meeting”, which was to be held in Malta; and
for Dean to pay the Sale Price in stage