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 seller to pay “due compensation” in Clause 14 of the SALEFORM 2012 standard form contract entitle the buyer to loss of bargain compensation?

Facts

This appeal concerns a contract for the sale of a ship called the Lila Lisbon, concluded on the standard form “SALEFORM 2012”. Clause 14 of that contract provides that if the Sellers failed, due to proven negligence, 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 buyer for their loss and for all expenses together with interest”. The appeal concerns the meaning of the phrase “due compensation”. In the present case, the Sellers through proven negligence failed to have the Lila Lisbon ready by the specified date. The Buyers exercised the contractual right to cancel and then commenced arbitration. In the arbitration the Buyers claimed, among other things, loss of bargain compensation, ie the difference between the contract price and the market price of the vessel. The Tribunal held that the Buyers were entitled to loss of bargain compensation. 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 compensation. On appeal, the Court of Appeal reversed the decision of the High Court and decided that loss of bargain compensation was recoverable. The Buyers now appeal to the Supreme Court.

Date of issue

29 October 2025

Case origin

PTA

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