Contractual Issues

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English law offers three grounds to appeal against or challenge an arbitration award. The most frequently seen is an appeal based on error of law under section 69 of the Arbitration Act 1996 (as amended by the Arbitration Act 2025, the “Act”). But there are two other routes under section 67 of the Act (challenge based on the tribunal’s lack of substantive jurisdiction) and section 68 of the Act (challenge based on a serious irregularity affecting the tribunal, the proceedings or the award). Neither are easy, and many challenges under these sections fail.

Mare Nova Inc v Zhangjiagang Jiushun Ship Engineering Co Ltd [2025] EWHC 223 (Comm) (judgment handed down on 10 February 2025) is an unusual and interesting example of a successful challenge under section 68.Continue Reading Seriously irregular? – Be careful, or your award may be challenged

The recent Court of Appeal decision in Smit Salvage BV & Ors v Luster Maritime SA & Anr (The ‘Ever Given’), illustrates the challenges of negotiating contracts in rapidly changing environments, particularly within the maritime domain. …
Continue Reading The Ever Given Court of Appeal decision unveils contractual complexities in salvage agreements 

The Supreme Court’s decision promotes uniformity and predictability in the interpretation and implementation of maritime contracts.
Continue Reading New U.S. Supreme Court decision recognizing enforceability of choice-of-law clauses in maritime contracts, subject to narrow exceptions

In light of the unprecedented challenges faced by the shipping industry in recent years, BIMCO has recently released its long-awaited model force majeure clause for inclusion in charterparties and other shipping contracts.

Reed Smith first reported on the clause in January 2021 in our article ‘All eyes on BIMCO’s new clauses’ .  

Now that the clause is finally here, what does it say and how can it support the industry?

The context

BIMCO’s new clause aims to provide a comprehensive regime for parties to follow if certain circumstances arise, beyond their reasonable control, that prevent performance of a charterparty or other shipping contract. Force majeure clauses in carriage contracts are traditionally quite rare, with English law preferring to treat the issue as one of risk allocation.

A clearly drafted force majeure clause offers a party the flexibility to suspend performance, and potentially terminate a contract, without, in theory, facing a claim from the unaffected party for breach of contract.Continue Reading Expecting the unexpected – BIMCO releases force majeure clause

Exemption clauses, including those purporting to exclude or limit liability for deliberate and repudiatory breaches, are to be construed by reference to the normal principles of contractual construction. There is no presumption in English law that exemption clauses do not apply to fundamental breaches. Nor is there a requirement for any particular form of words or level of language to exclude liability.Continue Reading Exemption clauses subject to contractual interpretation

Knock-for-knock clauses are designed for use in commercial contracts when the parties intend that they shall each be responsible for loss or damage to their own property, and any liability to third parties, irrespective of fault as between the contracting parties.
Continue Reading TOWCON 2008 – Knock-for-Knock – Is the Tugowner’s liability exemption absolute?

The global order book for new vessels has been hit by the economic fall out of the pandemic, associated supply chain issues, over-supply and reduced demand in sectors such as offshore. However, with a globally ageing fleet and an increasing demand for greener and more efficient vessels, the shipbuilding market is expected to recover and grow at a rate of 5.7% between 2021-2026.[1] This blog looks at some of the risks posed to a buyer under a shipbuilding contract (“SBC”) both prior to and after delivery of the vessel.
Continue Reading Buyer beware: Pre and post delivery issues under Shipbuilding Contracts

Welcome back to our new series of ‘back to basics’ blog in which we will provide posts focused on common legal issues. This blog post looks at termination of contract, and the various ways in which contractual obligations could be brought to an end.

Why terminate a contract?

Parties enter into contracts in order to ensure mutually agreed obligations are enforceable by law. However, circumstances may change overtime: the contract may no longer be commercially beneficial, the other party may not be performing their obligations, or external circumstances – such as the COVID-19 pandemic – may render the contract unfeasible or detrimental to a contracting party. As a result, a party may wish to find means by which to bring the contract to end.
Continue Reading Termination of Contracts

We have previously dedicated blog posts to so-called “No Oral Modification” or “NOM” clauses. You can find our previous post focusing on the Supreme Court judgment in MWB Business Exchange Centres v. Rock Advertising [2018] UKSC 24 here.

The validity of contractual modifications is a recurring theme in commercial disputes. A recent English Court of Appeal judgment in Kabab‑Ji S.A.L (Lebanon) v. Kout Food Group (Kuwait) [2020] EWCA Civ 6 considered this issue.

The NOM clause in Kabab‑Ji was not unlike clauses often seen in commercial contracts. It read as follows: “The Agreement may only be amended or modified by a written document executed by duly authorised representatives of both Parties”. The contract also imposed good faith and fair dealing obligations on the parties.

In the underlying arbitration proceedings, Kabab‑Ji claimed against KFG, a company which was not (originally) party to the agreement out of which the dispute arose. Kabab‑Ji argued that KFG had become party to the agreement even though the parties failed to follow the NOM procedure for amending the contractual terms.
Continue Reading No Oral Modification clauses