JADBRANSKA SLOBODNA PLOVIDRA, SPLIT v. OYSA LTD.

Jadbranska Slobodna Plovidba, a Yugoslav shipowner, chartered its vessel M.V. Matija Gubec to OYSA Limited under a BIMCO time charterparty signed in Hamburg, written in English, and containing a clause for London arbitration. After OYSA repudiated the charter, a London sole arbitrator, acting under section 7(b) of the English Arbitration Act 1950, awarded damages to the owners on claim (a) and rejected claim (b). The owners sought leave in Ghana to enforce the award under the Arbitration Act 1961. OYSA argued it was not incorporated when the charter was signed, that Horst Tessendorf lacked authority, and that no ratification occurred. Amua-Sekyi J. held that the law most closely connected to the contract is English law, under which a company cannot ratify a pre-incorporation agreement. Even if Ghanaian law applied, section 13 of the Companies Code requires a clear corporate act, which was absent. The court dismissed the enforcement application with costs.