Lakatamia Shipping Co Ltd & Ors v Nobu Su & Ors
2014
COMMERCIAL COURT
United Kingdom
CORAM
- MR JUSTICE COOKE
Areas of Law
- Contract Law
- Commercial Law
2014
COMMERCIAL COURT
United Kingdom
CORAM
AI Generated Summary
The case involved a dispute over the identity of parties to an FFA contract concluded on 5th and 6th July 2008. The court held that Mr. Su, his TMT companies, and Lakatamia were bound by the contract. The measure of loss was based on actual losses rather than market value at the breach date. The court also implied a contract of indemnity, allowing Lakatamia to claim full losses despite Novation Agreements transferring some positions to other group companies.
Judgment
Mr Justice Cooke:
Introduction
It is common ground between the parties that during the weekend of 5th and 6th July 2008 an oral agreement (the FFA Contract) was reached by which, in return for one world scale point (equivalent, in the event, to $1.8 million) an FFA position (600,000 mt/month in the calendar year 2009 on Route TD3) would effectively be transferred for a one month period from persons/entities on the defendants’ side of the fence to the first claimant (Lakatamia) which was controlled by the fourth claimant Mr Haji-Ioannou. One of the major issues in this action is the identity of the parties to that contract, it being the claimants’ case that the first defendant, Mr Su and all of the defendant companies in the group under his control (the TMT Group) were parties to a contract with Lakatamia and Mr Haji-Ioannou, whilst the defendants contend that only the sixth defendant (TMT Liberia) entered into the contract with Lakatamia.
The arrangements were brokered by Mr Vassilis Karakoulakis of Clarkson Securities Ltd in London (Clarksons) who dealt with Mr Su and Mr Haji-Ioannou, neither of whom spoke directly to each other at any stage during the period when the contract was being negotiated. The terms of the FFA Contract are reflected, to some extent at least, in e-mail exchanges passing between them and Mr Karakoulakis and in a guarantee given by the seventh defendant (Iron Monger) to Lakatamia. There are also transcripts of telephone conversations and a fax cover sheet upon which the parties rely in relation to the terms of the contract and the identity of the parties thereto. Additionally I heard evidence from Mr Haji-Ioannou and Mr Su, but not from Mr Karakoulakis, whom neither party sought to call. There was evidence under the Civil Evidence Act as to what he had said 3 years later to the claimants’ solicitor and a representative of the claimants however.
The guarantee appears as Appendix 1 to this judgment (signed on behalf of Iron Monger and Lakatamia). It contained an undertaking on the part of Iron Monger to “guarantee the good performance, execution and undertaking” of a contract by “messrs TMT”. The contract is described as an “agreement reached between yourselves and messrs TMT concerning the sale to yourselves and respective buy back of a certain quantity of FFA’s on cal09 vlcc td3 route”. The terms of that agreement were expressed in the guarantee in the following manner:
“8th July 2008
Lakatamia buys via RBS/LCH and T