Key takeaways
Court rejects claim against Russian shipowner
No strong evidence that Middle Volga was a party to the charter.
Proving agency requires strong evidence
Without strong evidence, courts won’t accept hidden principals.
Contract details matter in jurisdiction disputes
The court relied on documents like Q88s and invoices to decide who was bound.
Court considers true identity of owners under charterparty for purposes of jurisdictional challenge
White Rock Corporation Ltd -v- Middle Volga Shipping Co. & Ors [2025] EWHC 2089 (Comm)
The Commercial Court has found that there was ‘no good arguable case’ that a Russian shipowner was party to a time-charter, clarifying the limits of CPR 6.33(2B) in the context of jurisdictional challenges, and the high evidential burden in establishing ‘agency’ relationships.
The background facts
In March 2024, White Rock Corporation Ltd (White Rock), the charterers under a two-year time charter dated 25 March 2022, concluded on a fixture recap and an amended Shelltime 4 form (the Charterparty), issued proceedings against its purported counterparties under the Charterparty, Middle Volga Shipping Company (Middle Volga) and North Global Denizcilik Ithalat ve Ihracat Ticaret Ltd Sirketi (North Global), seeking damages for what it alleged were repudiatory breaches of the Charterparty.
Pursuant to the terms of the Charterparty, four vessels were fixed to White Rock for a period of 24 months. However, in the event, only three vessels were delivered, and each was later withdrawn from service. White Rock claimed damages of approximately US$12.6 million for the withdrawals and non-delivery of the fourth vessel.
Middle Volga challenged jurisdiction pursuant to CPR Part 11 on the alleged basis that it was not a party to the Charterparty and therefore not bound by its English jurisdiction agreement.
The parties’ arguments
White Rock’s arguments
White Rock alleged that it had contracted with Middle Volga, a Russian entity, as the owner of three of the vessels, and bareboat charterer of the fourth.
The Charterparty Recap stated, “registered owners as per attached Q88” and identified North Global as technical and commercial managers. The Q88 forms listed the registered owners as Hai Ocean (for MT Lada) and Global Logistics & Heavy Industries Inc (GLHI) for the others, with North Global specified as the “disponent owner.”
White Rock asserted that the Q88 forms did not reflect reality and that North Global was in fact acting as an ‘agent’ on behalf of Middle Volga – an undisclosed principal – such that Middle Volga was a contracting party to the Charterparty.
Middle Volga’s submissions
Middle Volga denied that it was a party to the Charterparty on the following bases:
North Global was the actual contracting party in the Charterparty.
Middle Volga asserted that in order to be an ‘undisclosed principal’, the agent – North Global – must have acted at the time of contracting within the scope of its actual (express or implied) authority and must have intended (or must have communicated to the principal an intention) to act on behalf of Middle Volga, and the terms of the Charterparty and the surrounding circumstances must not be inconsistent with North Global contracting as an agent for an undisclosed principal. Middle Volga asserted that where a contract is made by or on behalf of a named legal person and there is nothing in the terms of the contract or surrounding circumstances to indicate to the other contracting party that the named person is making the contract as an agent, then the presumption must be that the named person is contracting as a principal. That presumption is capable of being displaced; but in order to displace it, convincing proof is needed that the named party was – contrary to appearances – contracting on behalf of an undisclosed principal.
There were ‘Head Charters’ under which North Global had chartered the vessels from Middle Volga.
The Recap contained a ‘Russian connection clause’ which stated as follows: “OWNERS CONFIRM THAT THE VESSELS HAS NO CONNECTION WITH RUSSIA INCLUDING BUT NOT LIMITTED TO COMMERCIAL TIES”. Middle Volga submitted that the inclusion of this clause supported the position that the parties did not intend to contract with a Russian company such as Middle Volga.
Legal issues
The pertinent legal question to be determined by the Court was whether White Rock had established a ‘good arguable case’ that it had contracted with Middle Volga by the terms of the Charterparty, such that Middle Volga was to be bound by the English jurisdiction agreement.
If the answer was “yes”, then White Rock would have established the Court’s jurisdiction pursuant to CPR rule 6.33(2B)(b) and (c). These provisions essentially provide for the English Court to have jurisdiction where the claim arises under or is in connection with a contract that incorporates an English jurisdiction agreement.
If the answer was “no”, then Middle Volga would succeed in its application challenging the Court’s jurisdiction.
The Commercial Court decision
On the basis of its analysis of the available evidence, the Court concluded that it was Middle Volga which had the better of the arguments. In this regard, the Court held that the documents demonstrated that White Rock had contracted with North Global directly – not with Middle Volga.
The Court made the following points in support of its conclusion:
The Recap identified White Rock as charterers but made no similar identification of its contractual counterparty. Instead, there was a reference to (a) the “Registered Owners as per attached Q88”, (b) North Global as the Technical Managers; and (c) North Global as the Commercial Managers.
The Court commented that the reference in the Q88 forms to North Global as the “Disponent owner” would indicate that North Global had chartered the vessels directly from the registered owners (or indirectly in the case of the fourth vessel), and in turn chartered the vessels to White Rock.
The inclusion of the Russian connection clause in the Recap and the fact that Middle Volga is a Russian entity would indicate that the parties did not intend Middle Volga to be a contracting party to the Charterparty.
The hire invoices were issued by North Global to White Rock directly – and White Rock made payment against those invoices, to North Global.
An email exchange in June 2022 demonstrated that White Rock may not have known with whom it was contracting. In this regard, White Rock had not taken issue with a statement made by the broker statement that North Global had ‘chartered’ from Middle Volga.
In February 2023, a formal charterparty was drawn up and signed by White Rock which named North Global as “Owners” (albeit North Global did not sign the document). The Court commented that White Rock had therefore signed the document recognising North Global as a contracting party.
The Court held that the Delivery Protocols (which bore Middle Volga’s name) were operational, not contractual, documents, and could not outweigh the documentary chain pointing to North Global as the principal (rather than in the capacity of agent as alleged by White Rock).
Accordingly, the Court held that White Rock had not established a good arguable case that Middle Volga was a party to the Charterparty and bound by the English jurisdiction agreement.
Middle Volga, therefore, succeeded in its CPR Part 11 jurisdiction application and White Rock’s claim against it was dismissed.
Comment
This decision is a useful reminder of the high evidential burden in establishing ‘agency’ or undisclosed principal contractual relationships in commercial contracts.
When considering whether such a relationship exists in a charterparty context, the Court will examine the underlying contractual documents, together with any contemporaneous supporting documents (such as the Q88 forms, hire invoices, and broker correspondence in this case).
