Great Asia Maritime Limited (Respondent) v Orion Shipping and Trading LLC (Appellant)

Case summary

Case ID

UKSC/2025/0178

Parties

Appellant(s)

Orion Shipping and Trading LLC

Respondent(s)

Great Asia Maritime Limited

Issue

Does the obligation on the Sellers to pay “due compensation” to the Buyers for “their loss and for all expenses together with interest” in clause 14 of the 2012 version of the Norwegian Saleform (the “NSF”) standard form contract entitle the Buyers to recover loss of bargain damages in the absence of a repudiatory breach of contract when they terminate the contract?

Facts

This appeal concerns a contract for the sale of a vessel called “LILA LISBON”, concluded on the 2012 version of the NSF. Clause 14 of that contract provides that if the Sellers failed, due to proven negligence, to give a ‘Notice of Readiness’ or to have the vessel ready for transfer by a particular date, then the Buyers have the option to cancel the agreement. The clause also places the Sellers under an obligation to “make due compensation to the Buyers for their loss and for all expenses together with interest”. This appeal concerns what is recoverable by the Buyers under clause 14. In the present case, the Sellers (the appellant) through proven negligence failed to have the vessel ready by the specified date. The Buyers (the respondent) exercised the contractual right to cancel the contract and then commenced arbitration against the Sellers. In the arbitration the Buyers claimed that they could recover, among other things, loss of bargain damages, ie the difference between the contract price and the market price of the vessel. The arbitrators held that the Buyers were entitled to loss of bargain damages. The Sellers appealed under Section 69 Arbitration Act 1996 to the High Court, where Dias J decided that the Buyers were not entitled to loss of bargain damages under clause 14 in the absence of a repudiatory breach of contract. On appeal, the Court of Appeal reversed the decision of the High Court and decided that loss of bargain damages were recoverable. The Sellers now appeal to the Supreme Court.

Date of issue

29 October 2025

Case origin

PTA

Judgment appealed

Written arguments

Statements of Facts and Issues

Judgment details

Judgment date

22 July 2026

Neutral citation

[2026] UKSC 23

Judgment links

Judgment summary

22 July 2026

Appeal

Justices

Lord Briggs

Lord Hamblen

Lord Burrows

Lord Stephens

Lord Doherty

Hearing dates

Start date

2 June 2026

End date

2 June 2026

Watch hearings

Permission to Appeal

Justices

Lord Reed

Lord Hamblen

Lady Simler

Permission to Appeal decision date

18 December 2025

Permission to Appeal decision

Granted

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