Oktan Energy and another (Appellants) v Maersk Tankers Singapore Pte Ltd (Respondent)

Permission to Appeal application lodged

Case summary
Permission to Appeal
Previous proceedings

Case summary

Case ID

UKSC/2026/0077

Parties

Appellant(s)

OKTAN ENERGY & V/L SERVICE SP. Z.O.O

Respondent(s)

MAERSK TANKERS SINGAPORE PTE LTD

Issue

Was the decision of the Court of Appeal correct in Firodi Shipping Ltd v Griffon Shipping LLC [2013] EWCA Civ 1567 (“The Griffon”) concerning the sellers’ ability to recover unpaid deposits under clause 13 of the Norwegian Sale Form (the “NSF”)?

Facts

In October 2022, the appellants, Oktan Energy & V/L Service SP. Z.O.O (the “Buyers”) entered into two materially identical contracts (the “MOAs”) with the respondent, Maersk Tankers Singapore Pte Ltd (the “Sellers”), for the sale of two vessels (the “Vessels”). The Vessels were to be purchased by the Buyers for US$14,000,000 each. The MOAs were based on the 2012 version of the NSF contract (the “NSF 2012”). The NSF is a popular standard form contract for the sale of ships. Under the terms of the NSF 2012 which were included in the MOAs, the Buyers had to lodge a deposit of 10% of the purchase price for each vessel with a chosen deposit holder (the “Deposits”). The Deposits also had to be paid within three ‘Banking Days’ following the MOAs being signed and the deposit holder confirming that the relevant account for the payment of the Deposits had been opened. The MOAs were executed by the parties and, on the same day, the Sellers notified the Buyers that the account for the Deposits had been opened. The Buyers did not pay the Deposits into the relevant account by the agreed deadline. Under clause 13 of the NSF 2012, as incorporated into the MOAs, should the Deposits not be lodged by the Buyers in accordance with the terms of the agreement, the Sellers can terminate the MOAs and are entitled to “claim compensation for their losses and for all expenses incurred together with interest’. In November, the Sellers accepted the Buyers refusal to pay the deposits as a repudiatory breach of the MOAs and otherwise cancelled the MOAs under clause 13 of the MOAs. In December, the Sellers commenced arbitration against the Buyers. The arbitration tribunal (the “Tribunal”) gave their award in January 2025 and held that the Sellers could recover the full value of the unpaid Deposits (being US$2,800,000). In coming to this decision, the Tribunal relied on a decision of the Court of Appeal in the case of The Griffon. In The Griffon, which concerned an earlier version of the NSF with similar wording, the Court of Appeal held that the sellers could recover the deposits in full where they terminated the agreement for non-payment of the deposits. In February 2025, the Buyers applied to the High Court for permission to appeal the decision of the Tribunal under section 69 of the Arbitration Act 1996 concerning the correctness of the decision of The Griffon. As The Griffon was a Court of Appeal decision, this would be binding on the High Court. The High Court granted permission to appeal but stayed proceedings whilst awaiting the judgment of the Supreme Court of the United Kingdom in King Crude Carriers v Ridgebury November LLC [2025] UKSC 39 (“King Crude”) which was to consider The Griffon. However, the Supreme Court in King Crude did not rule on the correctness of The Griffon decision as the case was decided on a separate issue. The High Court subsequently dismissed the Buyers’ appeal due to being bound by the decision in The Griffon but granted a ‘leapfrog certificate’ under section 12 of the Administration of Justice Act 1969 which allows the Buyers to appeal directly to the Supreme Court. Accordingly, the Buyers now appeal to the Supreme Court of the United Kingdom.