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King Crude Carriers SA and others (Appellants) v Ridgebury November LLC and others (Respondents)
Case summary
Case ID
UKSC/2024/0106
Parties
Appellant(s)
(1) King Crude Carriers SA
(2) Prince Crude Carriers SA
(3) Zenon Crude Carriers SA
Respondent(s)
(1) Ridgebury November LLC
(2) Ridgebury Sierra LLC
(3) Makronissos Special Maritime Enterprise
Issue
(1) Whether there is a principle in English law that a condition in a contract, which would give rise to a debt owed by a party if fulfilled, should be treated as fulfilled (or dispensed with or waived) where that party wrongfully prevents the condition from being satisfied? (2) If this principle is not part of English law, does contractual interpretation or an implied term lead to the same result on the facts? (3) At what point do the deposits accrue as a debt under the contracts concerned?
Facts
The dispute arises out of three contracts for the sale of vessels concluded on three Memoranda of Agreement based on the Norwegian Saleform 2012 contract (the “MOAs”). The material terms of the contracts are identical. The Appellants are “the Buyers” and the Respondents are “the Sellers” under the MOAs. Pursuant to clause 2 of the MOAs, the Buyers were required to lodge deposits (10% of the purchase price) with a third party (the “Deposit Holder”) within 3 banking days of the Deposit Holder confirming in writing that the deposit holding accounts were open and ready to receive funds. Under the MOAs, the parties were required to provide all necessary documentation to allow the Deposit Holder to open the deposit accounts. In breach of the MOAs, the Buyers failed to provide the necessary documents with the result that the deposit accounts could not be opened and the deposits were never paid into them by the Buyers. The Sellers gave notice to terminate the MOAs and claimed the deposit amounts as debts on the basis that the Buyers could not rely on their own breach of contract in preventing the opening of the deposit accounts, which was a condition precedent to the payment of the deposits, from being considered satisfied. Alternatively, they argued that even if this principle did not exist in English law, the deposits had already accrued as debts when the MOAs were entered into and the other contractual terms concerning them went only to the time for their payment. The Sellers commenced arbitration under each of the three MOAs and the arbitrators held that the Sellers were entitled to recover the amount of the deposits in debt. The Buyers were granted leave to appeal and the High Court allowed the Buyers’ appeal considering that the Sellers’ claim lie only in contractual damages, not debt. The Court of Appeal ruled in favour of the Sellers and granted their appeal. The Buyers now appeal to the Supreme Court.
Date of issue
24 July 2024
Judgment appealed
Judgment details
Judgment date
12 November 2025
Neutral citation
[2025] UKSC 39
Appeal
Justices
Hearing dates
Full hearing
Start date
9 July 2025
End date
9 July 2025
Half hearing
Start date
10 July 2025
End date
10 July 2025
Watch hearings
9 July 2025 - Morning session
9 July 2025 - Afternoon session
10 July 2025 - Morning session
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Last updated 10 July 2025