White Rock Corporation Ltd v Middle Volga Shipping Company & Anor [2025] EWHC 2089 (Comm) (07 August 2025) [ Home ] [ Databases ] [ World Law ] [ Multidatabase Search ] [ Help ] [ Feedback ] [ DONATE ] England and Wales High Court (Commercial Court) Decisions You are here: BAILII >> Databases >> England and Wales High Court (Commercial Court) Decisions >> White Rock Corporation Ltd v Middle Volga Shipping Company & Anor [2025] EWHC 2089 (Comm) (07 August 2025) URL: https://www.bailii.org/ew/cases/EWHC/Comm/2025/2089.html Cite as: [2025] EWHC 2089 (Comm) [ New search ] [ Printable PDF version ] [ Help ] Neutral Citation Number: [2025] EWHC 2089 (Comm) Claim No. CL-2024-000182 IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMMERCIAL COURT (KBD) 7 August 2025 B e f o r e : Peter MacDonald Eggers KC (sitting as a Deputy Judge of the High Court) ____________________ Between: WHITE ROCK CORPORATION LTD Claimants - and - (1) MIDDLE VOLGA SHIPPING COMPANY (2) NORTH GLOBAL DENIZCILIK ITHALAT VE IHRACAT TICARET LIMITED SIRKETI Defendants ____________________ Mr Nicholas Vineall KC (instructed by Campbell Johnston Clark Ltd) for the Claimants Mr Alexander Wright KC (instructed by Sach Solicitors) for the First Defendant The Second Defendant did not participate in the hearing Hearing date: 20th May 2025 ____________________ HTML VERSION OF JUDGMENT ____________________ Crown Copyright © Introduction On 25th March 2024, the Claimant (" the Charterers ") issued a claim form instituting these proceedings against the Defendants claiming damages and other relief relating to alleged breaches of a time charter contained in or evidenced by a fixture re-cap dated 25th March 2022 (" the Charterparty "), whereby the First and/or Second Defendants agreed to let and the Charterers agreed to hire four vessels for a period of 24 months plus or minus 15 days in the Charterers' option. The four vessels were MT Lada , MT Kupava , MT Midvolga 2 , and MT Midvolga 3 (collectively, " the Vessels "). The Charterparty incorporated an English law and jurisdiction clause (clause 55), which provided that: " This Charter Party shall be construed and the relationship between the parties determined in accordance with the Laws of England. Any dispute arising out of or in connection with this Charter Party, involving amounts in excess of United States Dollars Two Hundred Thousand (US$200,000), shall be subject to the jurisdiction of the English High Court …" The Charterers relied on the jurisdiction agreement in clause 55 of the Charterparty in commencing these proceedings (Ms Barthet's first witness statement, para. 22). It is common ground between the parties that the First Defendant (" Middle Volga "), a Russian company, was at all material times the registered owner of the vessels MT Kupava , MT Midvolga 2 , and MT Midvolga 3 and the bareboat charterer of the vessel MT Lada (Mr Ryzhik's first witness statement, para. 8-9). The registered owner of MT Lada was Hai Ocean Shipping Co Ltd (" Hai Ocean "). According to the Charterers, the Second Defendant (" North Global ") was the agent of Middle Volga and/or the technical operator of the Vessels and, therefore, Middle Volga was a contracting party to the Charterparty. According to Middle Volga, the Charterers' contractual counterparty under the Charterparty was North Global and Middle Volga was not a contracting party to the Charterparty. This difference in the parties' cases is significant as Middle Volga issued an application contesting the Court's jurisdiction pursuant to CPR Part 11 on the basis that the only ground on which the Charterers can establish jurisdiction in respect of their claims is the English jurisdiction agreement in the Charterparty, but Middle Volga was not a party to that jurisdiction agreement and the Charterparty. The Charterers resist that application. In considering this application, I had before me evidence in the form of witness statements dated 7th October 2024 and 29th November 2024 made by Mr Yan Ryzhik, an in-house lawyer employed by Middle Volga, on behalf of Middle Volga, and a witness statement dated 15th November 2024 made by Ms Maria Borg Barthet, a solicitor and a Director of the Charterers' solicitors (Campbell Johnston Clark), on behalf of the Charterers. I also had before me an earlier witness statement dated 9th August 2024 made by Ms Maria Borg Barthet in support of an earlier application for an order permitting service on the Defendants by alternative means; the order was made by Dias J on 16th August 2024. At the hearing of the application, Middle Volga, the applicant, was represented by Mr Alexander Wright KC and the Charterers were represented by Mr Nicholas Vineall KC. Factual background The Charterparty The Charterparty was fixed on 25th March 2022 through an intermediate broker, Borachart. The Charterparty was constituted by a clean fixture recap (" the Recap "), which contained a list of amendments to the Shelltime 4 form. The Recap began as follows: " FURTHER TO OUR CONVERSATIONS AND AUTHORISATION RECEIVED FROM BOTH PARTIES WE ARE PLESED TO ADVISE THAT THE SUBS LIFTED AND THE MENTIONED 4 VESSELS FIXED CLEAN ON TC AS PER BELOW RECAP. T /CP DATE 25.03.2022 CHARTERERS WHITE ROCK CORPORATION LTD … REGISTERED OWNERS AS PER ATTACHED Q88 TECHNICAL MANAGERS NORTH GLOBAL SHIPPING IMPORT AND EXPORT TRADE LIMITED COMPANY … COMMERCIAL MANAGERS NORTH GLOBAL SHIPPING IMPORT AND EXPORT TRADE LIMITED COMPANY …" The Recap referred to the registered owners " as per attached Q88 ". The Q88 forms I have seen in evidence were " updated " in 2024-2025. I do not believe that I have seen the Q88 forms attached to the Recap. The Q88 forms for each Vessel provided as follows: (1) Q88 forms updated on 4th October 2024 and 12th May 2025 for MT Lada : the registered owner was identified as Hai Ocean and North Global was identified as the " disponent owner ", as well as the technical operator and the commercial operator. No reference was made to Middle Volga in these documents. (2) Q88 forms updated on 12th May 2025 for MT Kupava , MT Midvolga 2 and MT Midvolga 3 : the registered owner was identified as Global Logistics and Heavy Industries Inc (" GLHI ") and North Global was identified as the " disponent owner ", as well as the technical operator and the commercial operator. No reference was made to Middle Volga in this document. At para. 17(1) of his first witness statement, Mr Ryzhik stated that " This is because in the difficult situation that faced Middle Volga in March 2022, it contemplated transferring the registered ownership of those Vessels to GLHI. In the event, however, no such transfer took place ". The " difficult situation " is a reference to the fact that a number of counterparties were reluctant to contract with Russian companies after the Russian invasion of Ukraine in February 2022 (Mr Ryzhik's first witness statement, para. 12). I refer to this evidence further below. The Recap also provided that the charter period was 24 months plus 15 days in the Charterers' option with a laycan of 1st April 2022 to 20th May 2022, with a minimum of two vessels to be delivered by 5th May 2022. The cancellation date for MT Midvolga 2 was subsequently extended to 10th June 2022 (Ms Barthet's first witness statement, para. 8). The hire payable was US$5,600 per day per vessel. Further, the Recap provided that: "- OWNERS CONFIRM THAT THE VESSELS HAS NO CONNECTION WITH RUSSIA INCLUDING BUT NOT LIMITTED TO COMMERCIAL TIES …" On 17th February 2023, Borachart - the intermediate brokers through whom the Charterparty was fixed - sent an email to Spring Marine Denizcilik (" Spring Marine "), as agent for the Charterers, stating that " Pls find attached draft of C/P forms, kindly check and advise if these are all in order ". On 22nd February 2023, Spring Marine replied to Borachart stating that " Please find signed stamped charterparty. Attachment of "Clean Rider Clauses …" has not been printed and signed as all the items were already stated in shelltime4. Kindly awaiting for charterers countersigned stamped copy ". In February 2023, a formal charterparty was drawn up in accordance with the terms agreed in the Recap and signed by the Charterers. The formal document provided that: " IT IS THIS DAY AGREED between of NORTH GLOBAL SHIPPING IMPORT AND EXPORT TRADE LIMITED COMPANY (hereinafter referred to as the "Owners") being owners of the good motor/steam vessel called, MT KUPAVA … MT LADA … MT MIDVOLGA 2 … MT MIDVOLGA 3 (hereinafter referred to as "the vessel") described as per clause 1 hereof and of WHITE ROCK CORPORATION LTD (hereinafter referred to as Charterers") … " The formal charterparty was not signed by " the Owners ". The (alleged) Head Charterparty According to Mr Ryzhik's first witness statement, at para. 7-18, (1) Middle Volga is a Russian company and as the registered owner or bareboat charterer of the Vessels employs the crew on the Vessels and, until February 2022, chartered the Vessels in its own name. However, following the outbreak of war between Russia and Ukraine in February 2022, because of a reluctance by some charterers to contract with Russian companies, Middle Volga and North Global (both of whose owners are business partners) agreed that North Global would act as an intermediate charterer and not as an agent for Middle Volga. (2) Before the Charterparty was concluded on 25th March 2022, it was intended that there would be a separate head charter for each of the Vessels. (3) On 21st March 2022, four head charterparties were concluded between Middle Volga as owner and North Global as head charterer, one for each of the Vessels. These head charterparties had their own English law and jurisdiction clauses. The hire payable thereunder was US$5,000 per vessel per day. (4) The head charters are " rather briefer than the standard form time charters between parties contracting at arms' length ", because " both companies were business related ". I note that each of the head charterparties comprises only two pages. (5) In September 2022, the four head time charters were varied and restructured into a single time charter so that they were back-to-back with the Charterparty. I shall refer to the four individual head charterparties and the restructured single head charterparty collectively as " the Head Charterparty ". On 13th April 2023, an addendum to the Head Charterparty was agreed increasing the hire rate from US$5,000 per day per vessel to US$12,000. The Charterers question the authenticity and legitimacy of the Head Charterparty, as I record below when setting out their submissions. Delivery of the Vessels By the Charterparty, the Vessels were to be delivered between 1st April 2022 and 20th May 2022 with a minimum of two of the Vessels being delivered by 5th May 2022 close of business Istanbul time. Three of the four Vessels were delivered into the Charterers' service as follows: MT Lada was delivered on 23rd April 2022, MT Kupava was delivered on 11th May 2022, and MT Midvolga 3 was delivered on 27th May 2022. The Protocols of Delivery for MT Lada and MT Kupava stated as follows: " Pursuant to the Time Charter Party dated on _ of ____ 2022 made between «MVSC» LLC as the Owner and (Insert Name) as the Charterer, m/v [name of Vessel] was delivered by Owner into the service of Charterer, and accepted by Charterer …" The Protocol of Delivery for MT Midvolga 3 stated that: " Pursuant to the Time Charter Party dated on _ of ____ 2022 made between «MVSC» LLC as the Owner and Tanker Operation Department Spring Manne Denizcilik m/v [name of Vessel] was delivered by Owner into the service of Charterer, and accepted by Charterer …" The Protocols of Delivery were each signed by the Master for and on behalf of the " Owner ". The Master applied a stamp which bore the name of Middle Volga. The Protocols of Delivery for MT Lada and MT Kupava , but not for MT Midvolga 3 , were also signed by the Charterers. On 25th April 2022, North Global sent an email to their bank (Garanti BBVA) (" Garanti ") stating that " A ruble account is required to pay for the ship we rent. We will exchange and pay according to the USD exchange rate in our account through Garanti Bank's internet banking " (translation). According to Mr Ryzhik's first witness statement (para. 19(4)), invoices were issued by North Global to the Charterers in respect of hire, naming North Global as the " Contractor " and as the beneficiary of payment to its account with Garanti. The invoices were on North Global's letterhead and were signed by North Global. Mr Ryzhik exhibited to his first witness statement two " sample " invoices, one dated 27th May 2022 for MT Midvolga 3 and one dated 16th June 2022 for MT Lada . MT Midvolga 2 was not delivered to the Charterers under the Charterparty. On 27th June 2022, Captain Gökhan Tabur of Spring Marine, as agent for the Charterers, sent an email to Borachart raising the following enquiry: " Pls see below from Charterers for Owners to clarify soonest; Q// Please clarify who is NORTH GLOBAL SHIPPING IMPORT AND EXPORT TRADE LIMITED COMPANY? - What is the relation with Whiterock, Hai Ocean, Middle Volga, North Global? …" Later that day, Borachart replied as follows: " Following from owns; ++ Please note that North Global is a disponent owner of all new vessels (M-2, M-3, LADA, KUPAVA). All relations between North Global and Middle Volga Shipping Company are under the time charter contracts. Hai Ocean Company is owner of the only one vessel - Lada and we have bare-boat charter between Hai Ocean Company and Middle Volga Shipping Company ." At para. 14 of his second witness statement, Mr Ryzhik stated that " I have checked our files and cannot trace any response to that email. As far as I am aware, Charterers did not object to Borachart's explanation that North Global was the disponent owner of the Vessels and had time chartered them from Middle Volga ". The Charterers have not contradicted this statement (see Mr Barthet's second witness statement, para. 15). Withdrawal of the Vessels On 14th March 2023, there was a collision between MT Midvolga 3 and another vessel ( Taiga ) on the River Don. On 15th March 2023, Spring Marine wrote to North Global stating that, from the time of the collision, MT Midvolga 3 was off-hire, as it was not under time-charterers' disposal. On 16th March 2023, North Global sent an email to Spring Marine stating that: " Please be note that we do our best to speed up repair of vessel Midvolga-3. We are ready to provide vessel right now but register doesnt give permission and requires to put vessel on shipyard for repair. Moreover please be note that we incur large losses due to current situation. And we could take a part in tender with choosing insurance company (it takes minimum 2-3 weeks as you know). Dear charteres, please take into account that fact that the incident occurred within the war-risk zone, where the vessel sailed following the Charterer's orders and is now forced to stay there due to the Charterer's decision to sail into the area. All payments and coverage including daily hire rate as per the TCP are to continue without any delays. Additionally please be informed that the incident occurred through no fault of the Owners and all possible expenses on the part of the Charterers (if any) are to be recovered from the liable party. The available evidence documentation pertaining to the event will be provided to the Charterers as soon as possible to enable such recovery. From our side we do our best and ask owner to complete repair as soon as possible " Later that day, Spring Marine replied to North Global stating that: "We refer to your e-mail of 01:41lt on 16.03.2023. We are very sorry for the collision in which your vessel was involved and as a result of which you are suffering losses, but we regret to advise you that your demands to the effect that: All payments and coverage including daily hire rate as per the TCP are to continue without any delays. and …all possible expenses on the part of the Charterers (if any) are to be recovered from the liable party. are unlawful and non-contractual. Therefore we cannot accept them and invite you not to repeat them … Lack of class 3. Thus vis-à-vis us, as charterers you are in breach of clause 1(a) of the Charter-party by failing to provide us at present with a vessel that has a valid class certificate. Vessel's having no valid class certificate is unable sail from port to port or to trade. Lack of valid class prevents the efficient working of the Vessel and there is an interruption of the Vessel's service in the sense used in Clause 21 of the Charter-party … Navigation. Clause 27 of the Charter-party 8. In your message of today you appear to suggest that since the vessel was performing a voyage under our orders at the time of the collision, you as owners are exonerated from liability for our losses resulting from the collision. If that was indeed your position, we would like to inform you that your position is incorrect. Clause 27 of the Charter-party expressly includes collision as an event for the consequences of which you as owners are not exonerated. Further interaction 10. While we assure you of our good will, sympathy and willingness to assist you, we invite you in your future interaction with us to base your demands and suggestions only on the provisions of the Charter-party and English law, because these govern our relationship. " On 25th March 2023, Middle Volga sent a letter to North Global withdrawing MT Midvolga 3 from the Head Charterparty and stating that: " This letter is to put you on notice that due to absence of your response to any of our multiple letters and requests regarding the withdrawal of the time chartered vessel "Midvolga-3" from the Time Charter Party, as well as absence of any reaction to our requests to provide your representative for measuring the remaining bunkers onboard, we hereby consider your such behavior to constitute your agreement with our position regarding withdrawal of "Midvolga-3" from the TCP. Please, be notified that we consider the vessel as withdrawn from the TCP starting from the 21st of March, 2023 due to non-payments under the Time Charter Party on your part and gross violation of the conditions of the said TCP …" The three Vessels which had been delivered to the Charterers under the Charterparty were purported to be withdrawn from that charter service on the following dates: (1) 25th March 2023: MT Midvolga 3 . (2) 29th November 2023: MT Kupava . (3) 28th February 2024: MT Lada . Between 31st October 2023 and 6th June 2024, the Charterers procured the arrest of MT Midvolga 3 and MT Lada in Turkey in support of their claim. The Charterers' claim On 25th March 2024, the Charterers issued their claim form against the First and Second Defendants. The Charterers base their claim on the Charterparty, which they defined as " a time charter on an amended Shelltime 4 form, contained in or evidenced by a fixture re-cap dated 25 March 2022" , which I take to be the Recap (see also para. 6 of Ms Barthet's first witness statement). The Charterers' claim is for damages in the total sum of approximately US$12.6 million by reason of the Defendants' alleged repudiatory breach of the Charterparty by reason of the wrongful withdrawal of MT Midvolga 3 , MT Kupava and MT Lada from the Charterers' service and by reason of the Defendants' repudiatory breach in failing to deliver MT Midvolga 2 into the Charterers' service by 10th June 2022 (being the extended laycan for the vessel under the Charterparty). On 16th August 2024, the Charterers obtained the Court's permission to serve the claim form on the Defendants by alternative means. In her witness statement in support of this application, Ms Barthet stated at para. 24 that " Pursuant to CPR r. 6.33(2B)(b) and (c) the Claimant is permitted to serve the Claim Form out of the jurisdiction without the need for permission of the Court on the basis that the claim is in respect of a contract which contains a term to the effect that the Court shall have jurisdiction and/or the claim is in respect of a contract falling within sub-paragraph (b) ". Middle Volga's application challenging jurisdiction On 9th September 2024, Middle Volga filed an acknowledgment of service indicating an intention to contest jurisdiction. On 7th October 2024, Middle Volga issued its application for an order pursuant to CPR rule 11(1) declaring that the Court has no jurisdiction to try the claim against Middle Volga and dismisses the claim against it, on the grounds that there is no good arguable case that Middle Volga was party to the Charterparty upon which the Charterers' claim is based and so the Charterers are not entitled to rely upon CPR rule 6.33(2B) to serve the claim form out of the jurisdiction. The issue to be addressed So, the question I must decide is whether the Charterers have established a good arguable case that they had contracted with Middle Volga by the terms of the Charterparty, by which Middle Volga was bound by the English jurisdiction agreement. If the answer is "yes", the Charterers will have established the Court's jurisdiction pursuant to CPR rule 6.33(2B)(b) and (c). If the answer is "no", Middle Volga will succeed in its application challenging the Court's jurisdiction. Middle Volga's submissions Mr Wright KC on behalf of Middle Volga submitted that Middle Volga was not the Charterers' contracting counterparty under the Charterparty for the following reasons: (1) The formal Charterparty signed by the Charterers in February 2023 makes it clear that the contracting parties are North Global and the Charterers, not Middle Volga. Insofar as the Recap is at odds with this, the Charterparty would supersede the Recap ( Time Charters (7th ed., 2014), para 1.39, citing Electrosteel Castings Ltd v Scan-Trans Shipping & Chartering Sdn Bhd [2002] EWHC 1993 (Comm) ; [2003] 1 Lloyd's Rep 190 ). (2) Of the two Defendants, the only possible candidate for Charterers' counterparty on the face of the documents was North Global. Although the Recap refers to the " registered owners ", it could not be contended that the Charterers contracted with the registered owners named in the Q88 forms (Hai Ocean or GLHI). Furthermore, that would have been inconsistent with the express naming in the Q88 forms of North Global as " disponent owner ". Any ambiguity in the Recap was clarified in the formal Charterparty, which made clear that North Global were contracting as " Owners " and not as agent. (3) The clause confirming that the Vessels have no connection with Russia made clear that the Charterers were not willing to contract with a Russian counterparty. That included Middle Volga. (4) Nothing in the invoices or the surrounding correspondence relating to the Charterparty suggests that North Global was acting as an agent only. (5) If North Global was acting as an agent, it was an agent for Middle Volga as an undisclosed principal. 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 ( Teheran-Europe Co Ltd v ST Belton (Tractors) Ltd [1968] 2 QB 545, 555; The Astyanax [1985] 2 Lloyd's Rep 109, 113; Siu Yin Kwan v Eastern Insurance Co Ltd [1994] 2 AC 199, 207; Kaefer Aislamientos SA de CV v AMS Drilling Mexico SA de CV [2019] EWCA Civ 10 ; [2019] 1 WLR 3514 , para. 55). 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 ( The Magellan Spirit [2016] EWHC 454 (Comm) ; [2016] 2 Lloyd's Rep 1, para. 27-29; IBM United Kingdom Limited v LZLabs GmbH [2022] EWHC 2094 (TCC) , para. 74-80) (6) In order to invoke the Court's jurisdiction against Middle Volga, the Charterers must demonstrate a " good arguable case " that both (a) the terms of the Charterparty or the surrounding circumstances are not " inconsistent with " Middle Volga being able to sue and be sued as undisclosed principal, and (b) Middle Volga and North Global intended that North Global would conclude the Charterparty on behalf of and with the authority of Middle Volga. That will require " convincing proof " that the parties intended Middle Volga and not North Global to be Charterers' counterparty. The Charterers' case is flawed on both counts. (7) There is at least a strong presumption that a party described as an " owner " is the party responsible for letting the vessel under a charterparty ( Humble v Hunter (1848) 12 QB 310; Formby Bros v Formby (1910) 102 LT 116). In Fred Drughorn Ltd v Rederiaktiebolaget Transatlantic [1919] AC 203, 206, Viscount Haldane approved Humble v Hunter and Formby Bros v Formby as " authorities for the proposition that evidence of authority of an outside principal is not admissible, if to give such evidence would be to contradict some term in the contract itself " (see also Diamond Stud Limited v New Zealand Bloodstock Finance Limited [2010] NZCA 423, para. 23). (8) In this case, there is nothing in the Charterparty or surrounding circumstances that would allow Humble v Hunter to be distinguished. On the contrary, the current case is the same as that in Humble v Hunter , because: (a) The Recap expressly referenced the Q88 forms that described North Global as " disponent owner ". The usual meaning of a " disponent owner " is a company that has chartered the vessel, usually under a time charter, " directly from the registered owners or possibly under a sub-charter from them " ( The Astyanax [1985] 2 Lloyd's Rep 109, 113). That is squarely inconsistent with Middle Volga letting the Vessels directly to Charterers under the Charterparty. (b) The clause confirming that the Vessels have no connection with Russia was inconsistent with an intention to contract with Middle Volga. (9) The Charterers have no good arguable case that North Global was intended or authorised to contract on behalf of Middle Volga. Middle Volga has the better of the argument on this, for the following reasons: (a) As Mr Ryzhik explained in his first witness statement, at para. 7-17, the commercial background to the relationship between North Global and Middle Volga was one of charterer and owner and was established to ensure that counterparties did not contract directly with Middle Volga. (b) The existence of the Head Charterparty is inconsistent with a relationship of principal and agent. The existence of the Head Charterparty made it impossible for Middle Volga to have let the Vessels directly to the Charterers. (c) The rates of hire payable under the Head Charters and the Charterparty were different ( The Magellan Spirit [2016] EWHC 454 (Comm) ; [2016] 2 Lloyd's Rep 1, para. 34). The differential here is equally inconsistent with an agency relationship between Middle Volga and North Global. (d) In April 2022, North Global took steps to set up a Rouble-denominated account " to pay for the ship we rent ". (e) The Q88 forms were prepared on the basis that North Global would be named as the " disponent owner ". This is inconsistent with agency. (f) In its email dated 27th June 2022, Borachart described the role of North Global and Middle Volga. (g) North Global issued hire invoices in its own name and payable into its own account beneficially. Ms Barthet stated in her second witness statement, at para. 14, that Captain Tabur of Spring Marine " believed [Charterers were] paying invoices to the First Defendant's agent, the Second Defendant ". This is not a statement with any evidential weight, because (i) Captain Tabur's role is unclear, (ii) there is no contemporaneous documents supporting this statement, (iii) prior to 27th June 2022, Captain Tabur had no understanding of the relationship between North Global and Middle Volga and so raised an enquiry as to North Global and did not challenge Borachart's reply that North Global was a disponent owner. (10) The centrepiece of the Charterers' case is certain Delivery Protocols issued by the Masters of the Vessels when they were delivered into the Charterparty. There are a number of reasons why those Delivery Protocols do not begin to bear the weight put on them. They are " pro forma operational documents " and the stamps on the Protocols are the Vessels' stamps, not Middle Volga's corporate stamps (Mr Ryzhik's second witness statement, para. 11). The continued use of those pro formas in April and May 2022 is readily explicable given that until late February 2022, Middle Volga chartered out its vessels directly. The Masters who signed the Protocols are neither lawyers nor commercial decision-makers, and did not have authority to contract on behalf of Middle Volga. The purpose of the Delivery Protocols is to record when delivery is made, the condition of the Vessels on delivery, and the bunkers on board. They are not intended to be commercial documents evidencing the identity of the charterer. It was only from March 2022 that North Global acted as an intermediary charterer. Moreover, (a) Other than the Protocol for MT Midvolga 3 , the names of the charterers were not identified. (b) The Delivery Protocol for MT Kupava was signed by the Master of MT Lada and refers to a charterparty dated 14th April 2022, but there is no such charter. The Head Charterparty was dated 21st March 2022 and the date of the Charterparty was 25th March 2022. (c) The Delivery Protocol for MT Midvolga 3 refers to the charter fixed between Middle Volga and " Tanker Operation Department Spring Marine Denizcilik ". No one suggests that Spring Marine was a party to the Charterparty. (11) The arrests of the Vessels in Turkey are not indicative of there being a contract between Middle Volga and the Charterers. The Defendants' Turkish lawyers argued that the Charterparty was only with North Global (Mr Ryzhik's second witness statement, para. 17). The argument presented before the 17th Commercial Court of First Instance of Istanbul noted that "… White Rock only presented the Time Charter agreement executed between North Global and some invoices regarding each claim, but could not present any other valid evidence to support the invoices and could not prove the claim in any concrete way …". (12) If the Charterers' claim had been made only against North Global, they would (at least under English law) not have been entitled to arrest those vessels as security for their claims. North Global was only ever the time charterer of any of the Vessels. For a vessel to be arrested to secure a maritime claim, the party said to be liable in personam must be either the beneficial owner or demise charterer of that vessel when the action is brought (section 21(4)(b)(i) of the Senior Courts Act 1981). There is no evidence to suggest that Turkish law is any different. The Charterers' submissions Mr Vineall KC on behalf of the Charterers submitted that the Charterers believed that they were chartering from Middle Volga, and that North Global was (as set out in the Recap) the commercial manager and technical manager, but not the Owner under the Charterparty, for the following reasons: (1) Middle Volga was the registered owner of three of the Vessels and the disponent owner of the fourth. (2) The Protocols of Delivery each clearly stated that the Owner is Middle Volga. (3) North Global entered into the Charterparty as agent for Middle Volga, and not as a principal. (4) The documents which are produced now by Middle Volga to try to demonstrate that North Global was an intermediate charterer cannot safely be trusted or relied upon, at least at this stage. The purported Head Charterparty between Middle Volga and North Global is either not a genuine document at all, or, if genuine, is a sham in the sense used in Snook v London and West Riding Investments Ltd [1967] 2 QB 786, 802: "… acts done or documents executed by the parties to the "sham" which are intended by them to give to third parties or to the court the appearance of creating between the parties' legal rights and obligations different from the actual legal rights and obligations (if any) which the parties intend to create ". (5) Although at first blush some of the documents favour Middle Volga's case, the Delivery Protocols for the three vessels delivered into charter all expressly refer to the Time Charter " made between MVSC as Owner and Spring Marine as charterer " which is entirely consistent with the Charterers' case. They are signed by the Vessels' Masters for and on behalf of the Owners, and the Masters (and crew) are employed by Middle Volga (Mr Ryzhik's first witness statement, para. 11). (6) That said, some of the documents relied on by Middle Volga in support of their case are not straightforward. The Q88 forms give the wrong registered owner for three of the Vessels, and the supposed Head Charterparty on which Middle Volga relies is at best very dubious. (7) The Charterparty was dated 25th March 2022 and was entered into very shortly after the Russian invasion of Ukraine on 24th February 2022. This was a time when there was acute nervousness amongst owners about the marketability of vessels identifiably in Russian ownership. There was every incentive for documentation not to reflect reality. This explains why North Global was prepared to " confirm the Vessels has [sic] no connection with Russia including but not limited to commercial ties ", despite knowing full well that the Russian company Middle Volga, with whom it was very closely related, was in fact the registered owner of three of the Vessels and disponent owner of the fourth. It may very well also be the reason why the three Q88 forms for the three Vessels of which Middle Volga was the registered owner falsely stated that the registered owner was a Marshall Islands company, GLHI. (8) In support of there being a good arguable case that the Charterers contracted with Middle Volga, it is submitted that: (a) It is not possible for the Court to make a reliable assessment, but there is clearly a plausible (albeit contested) evidential basis for the Charterers' case. This is therefore a limb (iii) case. (b) Given the false statements made by North Global, the curious features of the documents critical to Middle Volga's case, and the strong contemporaneous incentive for documentation not to reflect reality, the dispute in this case, and at this stage, is almost uniquely ill-suited to resolution on the basis of documents and untested witness statements, especially given the absence of surrounding disclosure, and without any ability to interrogate or challenge the evidence. (c) Middle Volga relies on the evidence of Mr Ryzhik, who is an employee of and in-house lawyer for Middle Volga. Whether he actually had any involvement with the transactions he purports to describe is wholly unclear from his witness statement. (9) The Charterers question the authenticity of the Head Charterparty. (a) The amount to be paid in respect of hire at clause 7 of the four individual head charterparties is left blank. (b) Clause 4 of the individual head charterparties refers to the " agreed " trading limits, but they are not evident from the documents themselves. (c) The document used to create these supposed individual charterparties must have been antique, as the " Law and Litigation " agreement at clause 10 refers to the Arbitration Act 1950. (d) Clause 9 of the individual head charterparties which relates to the Vessels' description and performance refers to the Q88 form, but only one of the Q88 forms has been exhibited, namely the form for MT Lada . This Q88 form is a curious document in that: (i) It was updated on 4th October 2024, three days before it was exhibited to Mr Ryzhik's first witness statement. (ii) The H&M Insurance and P&I Insurance are both expressed to expire on 18th June 2021, nine months before the date of the individual head charterparties in March 2022. (e) The Q88 forms for the other three Vessels identify GLHI as the registered owner. However, Mr Ryzhik gives an explanation which is impossible to test and fails to explain the circumstances surrounding GLHI, including its ownership and its relationship with Middle Volga. (f) The explanation given by Mr Ryzhik for the existence of the single Head Charterparty in September 2022 is a weak explanation. (i) The single Head Charterparty bears the date of 25th March 2022, which is the date of the Recap. And yet it references a laycan in April-May 2022. (ii) It seems a remarkable coincidence that 25th March 2022 is also the date when North Global sent a form of the charterparty to its bank. (g) The Q88 forms are inconsistent with Middle Volga's case: (i) The Q88 forms identified the registered owners of all the Vessels including MT Lada as being Middle Volga, but Middle Volga's case is that it is not and never has been the registered owner of the MT Lada . (ii) It identifies Middle Volga as both the technical managers and commercial managers of all four Vessels. However, Middle Volga's case is that North Global was both Technical Manager and Commercial Manager (as well as allegedly being the disponent Owner). (h) The memorandum of increased charter hire under the supposed Head Charterparty dated 13th April 2023 is also odd in that it dates the Head Charterparty to 2023, rather than 2022. Further, the increased hire rate is US$12,000 per day per vessel, which far exceeds the hire rate in the Charterparty (US$5,600 per day per vessel). No evidence has been produced to demonstrate the payments which passed between North Global and Middle Volga. (i) There are no delivery protocols disclosed in respect of the Head Charterparty. (10) The fact that hire was paid under the Charterparty to North Global does not mean that North Global was the disponent owner; hire is often paid to a commercial manager. (11) Middle Volga relies on the fact that the Charterers were informed that North Global was the disponent owner in June 2022 and raised no objection. However, the fact that the Charterers raised a query at all supports their case that they did not contract with North Global. (12) As to Middle Volga's analysis of agency, and in particular the doctrine of undisclosed principal, the present case is more a case of a concealed principal, which is similar but not quite the same. In a classic case of an undisclosed principal, the counterparty does not know of the existence of the principal at the time of contracting. In this case, the Charterers knew of the existence of Middle Volga and thought they were contracting in fact with Middle Volga. (13) In the particular context of Russian-owned vessels whose owners have an interest in their Russian nationality not being readily apparent to third parties, there was a strong commercial interest in the paperwork not reflecting reality. As Middle Volga itself points out, the paperwork manages the considerable feat of omitting any reference at all to the Russian owner of the Vessels. This was achieved by three features of the paperwork: (a) naming North Global as disponent owner, (b) naming the registered owner of three of the Vessels as GLHI, and (c) falsely stating in the Recap and in the Charterparty that the Vessel had no Russian connections. The second and third features do not reflect reality. Determination of the application The Charterers have the burden of proving that they have a good arguable case that they contracted with Middle Volga under the Charterparty which incorporated the English jurisdiction agreement. Unless Middle Volga was a party to that contract, the Court's jurisdiction cannot be established pursuant to CPR rule 6.33(2B). I shall consider the scope of CPR rule 6.33(2B) and then the meaning and application of the good arguable case approach in disposing of applications contesting jurisdiction, before applying those principles to the current application. CPR rule 6.33(2B)(b) and (c) The Charterers rely on CPR rule 6.33(2B) in support of the English Court exercising jurisdiction in this case. As Ms Barthet noted at para. 24 of her first statement, CPR rule 6.33(2B) allows a claimant to serve the claim form out of the jurisdiction without the necessity of obtaining permission from the Court. CPR rule 6.33(2B) provides as follows: " The claimant may serve the claim form on the defendant outside of the United Kingdom where, for each claim made against the defendant to be served and included in the claim form - (b) a contract contains a term to the effect that the court shall have jurisdiction to determine that claim; or (c) the claim is in respect of a contract falling within sub-paragraph (b) " The " contract " referred to in CPR rule 6.33(2B)(b) must be one by which the defendant is bound. In IBM United Kingdom Limited v LZLabs GmbH [2022] EWHC 2094 (TCC) , Waksman J said at para. 133 in respect of this rule: " In other words, if sub-paragraph (b) is to apply, the foreign defendant against whom it is invoked still needs to be bound by the clause just as much as in sub-paragraph (a). If it were otherwise, it would mean that any exclusive jurisdiction clause which purported to cover the activities of those who were not bound by it would be sufficient to found jurisdiction, provided only that its scope was wide enough to encompass them. That would be very odd indeed. It would mean that if the claimant here wished to sue a foreign defendant in this jurisdiction in relation, somehow, to a contract (including an exclusive jurisdiction clause) to which he was not party, the existence of that clause would be prima facie sufficient. Of course, the claimant might have another route to jurisdiction, through one of the PD 6B gateways (just as Winsopia says here, in the alternative) but that is another matter ." This makes sense because a contractual term endowing the Court with jurisdiction can only be relevant if the claimant and the defendant are a party to that contract, i.e. the claimant is contractually entitled to assert that the defendant must submit to the English Court's jurisdiction and the defendant is contractually obliged so to submit. On the face of it, it may be difficult to discern what role and function CPR rule 6.33(2B)(c), which was introduced in October 2022, was intended to achieve. Sub-rule (b) relates to a claim where a contract endows the English Court with jurisdiction. Sub-rule (c) relates to a claim " in respect of " of a contract which endows the English Court with jurisdiction. It would be an odd state of affairs if this sub-rule was sufficient to allow a claimant to serve proceedings against a defendant who was not bound by the terms of the relevant contract, merely because the claim related to such a contract which happened to include an English jurisdiction agreement. Looking at the origins of sub-rule (c), it appears from paragraph 62 of the Minutes of the Civil Procedure Rule Committee dated 13th May 2022 that sub-rule (c) was introduced to address a particular scenario where a defendant is asserting reliance on a contract, for example as an assignee or pursuant to a direct action statute and where the claimant disputes that there is a binding contract, but nevertheless wishes to hold the defendant to the jurisdiction agreement in the contract insofar as the defendant seeks to assert rights under that contract or to start proceedings in relation to the contract other than in accordance with the jurisdiction agreement (a so-called " quasi-contractual " case: QBE Europe SA/NV v Generali Espana de Seguros y Reaseguros [2022] EWHC 2062 (Comm) ; [2022] 2 Lloyd's Rep 481, para. 13). Paragraph 62 of the Minutes of the Civil Procedure Rule Committee dated 13th May 2022 records that: " However, it has been pointed out that the differing terms of the old gateway (6)(d) and CPR 6.33(B) may have opened up a potential lacuna. This is because the revised wording does not naturally lend itself to the case where the claimant does not contend that the defendant is party to the contract, and the injunction is sought on the basis that if the defendant wishes to assert it is, it must comply with the English jurisdiction clause. To address this issue, it is proposed to amend CPR 6.33(2B) to add in a new sub-rule (c) for clarificatory purposes and this was AGREED ." I was also referred to an editorial comment in the White Book, at para. 6.33.4.1, which interprets sub-rule (c) in accordance with the Minutes. The editorial comment refers to a decision of Foxton J to like effect in QBE Europe SA/NV v Generali Espana de Seguros y Reaseguros [2022] EWHC 2062 (Comm) ; [2022] 2 Lloyd's Rep 481, para. 22. More recently, Foxton J commented again on this issue in JP Morgan International Finance Ltd v Werealize.Com Limited [2025] EWHC 1842 (Comm) , at para. 157-161: " 157. The Civil Procedure (Amendment No. 2) Rules 2022 effected further amendments to CPR 6.33(2B), to give effect to the recommendations of a service sub-committee of the Civil Procedure Rules Committee of which I was a member, to add the new "(c)" quoted at [152] above. I explained the background to that change in QBE Europe SA/NV v Generali Espana de Seguros y Reaseguros [2022] EWHC 2062 (Comm) , [22]: "Finally, it may be relevant to note that the fact that proceedings have been brought for ASI relief by reference to a contract to which either the applicant, the respondent, or both are said not to be parties also has the potential to raise issues as to the proper basis for serving applications for such relief out of the jurisdiction. In order to remove any scope for doubt on this issue so far as claims to enforce exclusive jurisdiction clauses are concerned, the Civil Procedure Rules Committee has approved an amendment to CPR 6.33(2B) to provide that a claimant may serve a claim form on a defendant outside the jurisdiction where 'for each claim made against the defendant to be served and included in the claim form … the claim is in respect of a contract' which 'contains a term to the effect that the court shall have jurisdiction to determine the claim' (on the basis that the width of the words 'in respect of' will address any issues which might otherwise arise from the quasi-contractual nature of such ASI applications)." 158. It is possible, however, that the rule change may (unintentionally) have done more than that, because the language "in respect of" might not simply have restored the effect of the deleted discretionary gateway para. 3.1(6)(d), but promoted it to a non-discretionary gateway. This is a point perceptively made by the editors of Civil Procedure (2025) who note at [6.33.4.1]: "The new r.6.33(2B)(c) also appears to have the effect that a claim form can be served out of the jurisdiction without the court's permission not merely where the claim falls within a jurisdiction clause in the contract (or, as appears to be intended, would do so if the claimant and defendant were both parties to that contract) but also where the claim is 'in respect of' a contract containing such a clause. This could be interpreted to apply more broadly than to claims seeking an anti-suit injunction given the breadth of the phrase 'in respect of' …." 159. The sub-committee of the Civil Procedure Rules Committee's report of 4 May 2022 placed the proposed amendment to CPR 6.33(2B) in the context of (and by way of a reversal of) the earlier deletion of PD 6B para. 3.1(6)(d), and to that extent provides some support for the expanded reading referred to by the editors of Civil Procedure. However, it is fair to say that in including the new paragraph (c) in CPR 6.33(2B), the sub-committee's focus was very much on claims which would be subject to the EJC, even if not on a contractual basis. That interpretation fits better with sub-paragraphs (a) and (b), and with the fact that the usual protections of the discretionary service out gateway are not available because an agreed forum clause is being given effect (even if on a quasi-contractual rather than contractual basis). If the amendment has gone further than that, the fact that it appears in a provision which permits service without leave and without the discretionary protections of PD 6B will be a relevant factor when testing the connection between the claim and the contract containing the EJC. 160. In this case, the Directors' position is that they are parties to a contract - the Clause 33 Contract - which on my findings does not contain an EJC, but which is constituted by a clause appearing in a wider contract to which the Directors are not parties and which does contain an EJC. I am not persuaded that this is a sufficient connection to meet the "in respect of" requirements of CPR 6.33(2B)(c), and accordingly I conclude that the Directors were not entitled to serve their Part 8 Claim Form without the leave of the court, albeit that such leave has now been given. 161. Had the Directors been entitled to contractual anti-suit injunctions as parties to clause 42, or as third parties able to enforce clause 42 under the 1999 Act, then I accept that the Directors would have been entitled to serve those proceedings out of the jurisdiction without permission under CPR 6.33(2B), as well as with permission under PD 6B para. 3.1(6)(c). That would also have been the case had I accepted the argument that the Directors were entitled to ASI relief on the quasi-contractual basis, on the ground that the Greek Proceedings were in substance asserting contractual claims under the SHA ." Mr Wright KC, on behalf of Middle Volga, submitted that the Charterers are not permitted to rely on CPR rule 6.33(2B)(b) or (c) to secure jurisdiction in the present case, because: (1) Middle Volga is not a party to the Charterparty and therefore is not in a contractual relationship with the Charterers. (2) As a matter of construction, if " a contract " for the purposes of sub-paragraph (b) means " a contract to which the defendant is subject ", the same must be true in sub-paragraph (c). The additional words " in respect of " cater for the quasi-contractual anti-suit injunction scenario, but are not wide enough to cover all claims against non-contracting defendants. (3) It would be anomalous if a contractual gateway could be invoked against a defendant which is not bound by that contract ( cf. Alliance Bank JSC v Aquanta Corporation [2012] EWCA Civ 1588 ; [2013] 1 Lloyd's Rep 175 , para. 69). (4) A separate gateway exists in CPR PD 6B para 3.1(8A) (for which permission would be required before service out could be effected) for " unlawfully causing or assisting in … a breach of contract where the contract falls … within Rule 6.33(2B) ". If CPR rule 6.33(2B)(c) extended to non-contracting defendants for any claims " in respect of a contract ", that gateway would be otiose. That would be a surprising result. The fact that gateway (8A) was introduced at the same time as CPR rule 6.33(2B)(c) fortifies the conclusion that the two are meant to be complementary and not overlapping. I accept these submissions. It seems to me that the grounds of jurisdiction allowed under CPR rule 6.33(2B)(b) and (c) are limited to cases where: (1) There is a good arguable case that there is a contract which contains a term endowing the English Court with jurisdiction and which is binding on the defendant and can be relied on and asserted by the claimant as a matter of contract. (2) The defendant asserts that it is entitled to rely on a contract against the claimant, which the claimant disputes, but the defendant seeks to enforce its claim other than in accordance with the jurisdiction agreement contained in that contract, and the claimant wishes to hold the defendant to the jurisdiction agreement in that contract. I do not consider that these sub-rules may be relied on by a claimant merely because the claim relates to or is " in respect of " a contract in circumstances where there is no good arguable case that the defendant is a party and subject to the contract or where the defendant is itself not relying on the contract. I do not consider that CPR rule 6.33(2B)(c) should be construed so broadly so as to permit service of a claim form on a defendant without the Court's permission where the defendant had not contractually obliged itself to submit a dispute to the jurisdiction of the English Court or had not chosen to rely on any rights it might have under such a contract. A good arguable case that there is a binding contract Insofar as the Charterers as the Claimant are relying on the existence of a contract to secure jurisdiction, they bear the burden of establishing a good arguable case that the claim falls within the scope of CPR rule 6.33(2B)(b) or (c). The considerations which determine the existence of a good arguable case have been explained in a series of important decisions, including Brownlie v Four Seasons Holdings Inc [2017] UKSC 80 ; [2018] 1 WLR 192 , para. 7; Goldman Sachs International v Novo Banco SA [2018] EWCA Civ 34 ; [2018] 1 WLR 3683 , para. 9; Kaefer Aislamientos SA de CV v AMS Drilling Mexico SA de CV [2019] EWCA Civ 10 ; [2019] 1 WLR 3514 , para. 72-80. In Clifford Chance LLP v Société Générale SA [2023] EWHC 2682 (Comm) , Henshaw J succinctly summarised the applicable principles at para. 79: " The party alleging a binding jurisdiction agreement needs to show a good arguable case. In practice this means that: i) The party relying on the existence of the agreement must supply an evidential basis showing that it has the better argument (and not much the better argument). ii) If there is an issue of fact about it, or some other reason for doubting whether it applies, the court must take a view on the material available if it can reliably do so. iii) The nature of the issue and the limitations of the material available at the interlocutory stage may be such that no reliable assessment can be made, in which case there is a good arguable case for the existence of the agreement if there is a plausible (albeit contested) evidential basis for it. " In order to demonstrate that they have a good arguable case, the Charterers must have the better of the argument in support of their case that there was a contractual relationship between the Charterers and Middle Volga on the evidence available insofar as the Court can reliably make such a determination. If, however, Middle Volga has the better of the argument, then the Charterers will not have established the requisite good arguable case. Middle Volga maintains that it has the better of the argument in support of its case that Middle Volga was not a contracting party to the Charterparty, and that the Charterers do not have the better of the argument. The Charterers' case is that limb (iii) applies to the present case, but if that is not the case, then they have the better of the argument in support of their case that Middle Volga is subject to the English jurisdiction agreement in the Charterparty. As to limb (iii), in Kaefer Aislamientos SA de CV v Atlas Drilling Mexico SA de CV [2019] EWCA Civ 10 ; [2019] 1 WLR 3514 , at para. 79-80, Green LJ said: "79. The relative test has been endorsed "in part" because limb (iii) is intended to address an issue which has arisen in a series of earlier cases and which has to be grappled with but which as a matter of logic cannot satisfactorily be addressed by reference to a relative test: see e g Antonio Gramsci [2012] 2 Lloyd's Rep 365, paras 39 and 44–48, per Teare J citing WPP Holdings Italy Srl v Benatti [2007] 1 WLR 2316 , para 44 ("WPP") per Toulson LJ. This arises where the court finds itself simply unable to form a decided conclusion on the evidence before it and is therefore unable to say who has the better argument. 80. What does the judge then do? Given that the burden of persuasion lies with the claimant it could be argued that the claim to jurisdiction should fail since the test has not been met. But this would seem to be unfair because, on fuller analysis, it might turn out that the claimant did have the better of the argument and that the court should have asserted jurisdiction. And, moreover, it would not be right to adjourn the jurisdiction dispute to the full trial on the merits since this would defeat the purpose of jurisdiction being determined early and definitively to create legal certainty and to avoid the risk that the parties devote time and cost to preparing and fighting the merits only to be told that the court lacked jurisdiction. In Antonio Gramsci and in WPP the court recognised that a solution had to be found. In WPP, at para 44, Toulson LJ stated that the court could still assume jurisdiction if there were "factors would exist which would allow the court to take jurisdiction" and in Antonio Gramsci, at para 48, Teare J asked whether the claimant's case had "sufficient strength" to allow the court to take jurisdiction. The solution encapsulated in limb (iii) addresses this situation. To an extent it moves away from a relative test and, in its place, introduces a test combining good arguable case and plausibility of evidence. Whilst no doubt there is room for debate as to what this implies for the standard of proof it can be stated that this is a more flexible test which is not necessarily conditional upon relative merits. " In Kado v Bankmed SAL [2023] EWHC 2606 (Comm) , Foxton J referred to the discussion of the "good arguable case" approach adopted in jurisdictional challenges and said as regards limb (iii) at para. 7: " There was some debate between the parties as to the point at which limb (iii) cut in, the Bank, in particular, being keen to depict it as very much an option of last resort. On the face of things, the idea of the court being "unable to form a decided conclusion" on who has the better case on the evidence appears an improbable one - indeed, both sets of legal advisers are likely to have done exactly that. However, the evidence in some cases will be such that reaching a judicial decision on relative merit will be incompatible with the nature of the hearing, and the injunction not to conduct a mini trial. Further, the limitations of the material may be such that any decision on relative merit will lack the robustness which a judicial decision of this significance requires. Green LJ referred in his discussion of limb (iii) to Teare J's decision in Antoni Gramsci Shipping Corp v Recoletos Ltd & Ors [2012] EWHC 1887 (Comm) , [39] and [45], in which he referred to cases where there is "a conflict of evidence which cannot be resolved without appearing to conduct a pre-trial," instancing "a stark dispute between opposing witnesses" in a case where "to seek to judge who has the better of the argument on such evidence risks a pre-trial at the interlocutory stage." Earlier in his judgment, Green LJ had cited Lord Sumption in Goldman Sachs International v Novo Banco SA [2018] UKSC 34 , where he described limb (iii) as applying where "no reliable assessment" can be made of relative merit ." In considering whether limb (iii) is applicable, when evaluating evidence at a hearing of a jurisdictional challenge, the important consideration is the ability of the Court to reach a view reliably on the basis of the evidence available. However, if there are any substantial shortcomings in the evidence available at the jurisdictional hearing which belie the available evidence, or if there is a conflict in the evidence which cannot be resolved at an interlocutory hearing, the Court must be astute to ensure that no assessments are made which run counter to the limitations of the available evidence and therefore could not be regarded as reliable. In such a case, the Court must have regard to satisfying itself that there is a plausible basis for the claimant's case. In undertaking this exercise, the Court should not be seduced into speculating whether further evidence might be forthcoming at some future time and what that evidence might reveal. Mere speculation has no role to play ( Yangtze Navigation (Asia) Co Limited v TPT Shipping Limited [2024] EWHC 2371 (Comm) , para. 61(iv)(d), 74(v)). Application to the present case In my judgment, it is Middle Volga who has the better of the argument, based on the currently available evidence, in support of its case that it was not a contracting party to the Charterparty, in particular the English jurisdiction agreement contained in the Charterparty. A review of the documents demonstrates that the Charterers contracted with North Global, not with Middle Volga. In this respect, I have regard to the following: (1) The Recap - on which the Charterers rely as encapsulating the Charterparty - identifies White Rock Corporation Ltd as the Charterers. There is no similar identification of the contractual counterpart. Instead, there is 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. (2) The terms of the Recap - read on their own - are not formulated so as to state expressly who is the counterparty to the Charterers. Therefore, if one were to consider the description of the parties in the Recap on its own, without regard to the Q88 forms and to the other documentary evidence, there would be some justification for considering that the Charterers' counterparty was the registered owner of the Vessels. (3) However, when one refers to the Q88 forms (recalling that I have seen updated forms, not contemporaneous forms), the registered owners are identified as Hai Ocean in respect of MT Lada and GLHI in respect of the other three Vessels. GLHI is, of course, not the registered owner. The registered owner of the other three Vessels is Middle Volga, but its name is not to be found in the Q88 forms. (4) When the Recap is read together with the Q88 forms, the position is clarified. Significantly, North Global is identified in the Q88 forms as the " Disponent owner " as well as the " Technical operator " and the " Commercial operator ". The reference in the Q88 forms to North Global as the " Disponent owner " suggests to me that North Global had chartered the Vessels directly from the registered owners or, indirectly in the case of MT Lada , and in turn chartered the Vessels to the Charterers. This was the usual sense of " disponent owner " as understood by the Court of Appeal in The Astyanax [1985] 2 Lloyd's Rep 109 (see also Navig8 Inc v South Vigour Shipping Inc [2015] EWHC 32 (Comm) ; [2015] 1 Lloyd's Rep 436, para. 97-98). In The Astyanax , the Court considered the status of Mr Panagiotis as the " disponent owner " and in particular whether he contracted as a principal or agent. At page 113, Kerr LJ said: "… The question raised by this telex exchange was clearly no more than the verbal description of Mr. Panagiotis as the party who would conclude the voyage charter with the charterers. With the exception of one reported case to which we refer below, neither Counsel - nor we - could recall any instance in which a person or company had appeared as "disponent owner" in a charter-party otherwise than on the basis that he was himself a charterer of the vessel, usually a time charterer, directly from the registered owners or possibly under a sub-charter from them. We therefore conclude that the course of the negotiations in the present case shows perfectly clearly that the understanding and intention of both parties was that Mr. Panagiotis would conclude a head time charter with the registered owners and that it was on this basis that he would appear in the sub-voyage charter with the charterers as "disponent owner". The issue whether the registered owners can enforce the fixture for the voyage charter with the charterers on the basis that they were the undisclosed principals of Mr. Panagiotis must therefore in our view be approached on this basis. The short answer to this question, as we see it, is that the registered owners cannot maintain this contention, since Mr. Panagiotis was only contracting as "disponent owner" on the basis that he would be the charterer under a head charter from the registered owners in the normal way associated with his description as "disponent owner". If he was a charterer from the registered owners, then he could not have contracted merely as an agent on their behalf, with the result that they could not contend that they were entitled to enforce the voyage charter as the undisclosed principals of Mr. Panagiotis …" (5) Furthermore, the Recap includes the provision that " OWNERS CONFIRM THAT THE VESSELS HAS NO CONNECTION WITH RUSSIA INCLUDING BUT NOT LIMITTED TO COMMERCIAL TIES ". The fact that Middle Volga is a Russian company would indicate that the parties did not intend Middle Volga to be a contracting party. That is not to say that there might not be a breach of this provision in other respects. (6) Invoices in respect of hire under the Charterparty were issued by North Global to the Charterers, naming North Global as the " Contractor " and as the beneficiary of payment to its account with Garanti. The invoices in May and June 2022 were on North Global's letterhead and were signed by North Global. To my mind, this indicates that North Global was acting as a contracting party. (7) The emails exchanged on 27th June 2022 demonstrate that the Charterers may not have known with whom they were contracting. They asked who North Global was and what was the relationship between the Charterers, Hai Ocean, Middle Volga and North Global. Borachart's response was that North Global was that " Please note that North Global is a disponent owner of all new vessels (M-2, M-3, LADA, KUPAVA) ", that North Global had chartered the Vessels from Middle Volga, and that Middle Volga had chartered MT Lada from Hai Ocean. There is no evidence that the Charterers took issue with this description of the contractual relations between the parties. (8) In February 2023, a formal charterparty was drawn up in accordance with the terms agreed in the Recap and provided by Borachart to the Charterers, who signed the document, although it was not signed by " the Owners ". Although this might mean that the contract remains as contained in or evidenced by the Recap, the formal document provides that North Global contracts with the Charterers as " the Owners " and the Charterers have signed this document recognising North Global as a contracting party. (9) After the collision in March 2023, North Global wrote to Spring Marine on behalf of the Charterers stating that " We are ready to provide vessel right now but register doesnt give permission and requires to put vessel on shipyard for repair. Moreover please be note that we incur large losses due to current situation ", referring to its personal position in the respect of the Charterparty. In reply, Spring Marine sent an email to North Global (Xenia Turan), stating, amongst other things, that (1) " vis-à-vis us, as charterers you are in breach of clause 1(a) of the Charter-party by failing to provide us at present with a vessel that has a valid class certificate ; (2) " In your message of today you appear to suggest that since the vessel was performing a voyage under our orders at the time of the collision, you as owners are exonerated from liability for our losses resulting from the collision. If that was indeed your position, we would like to inform you that your position is incorrect. Clause 27 of the Charter-party expressly includes collision as an event for the consequences of which you as owners are not exonerated "; (3) " While we assure you of our good will, sympathy and willingness to assist you, we invite you in your future interaction with us to base your demands and suggestions only on the provisions of the Charter-party and English law, because these govern our relationship ". These are statements which expressly identify North Global as the Charterers' counterparty under the Charterparty. (10) The Head Charterparty indicates that North Global chartered the Vessels from Middle Volga. North Global's email to its bank (Garanti) on 25th April 2022 is consistent with such a charter being in existence, as is the withdrawal of MT Midvolga 3 from the Head Charterparty by Middle Volga on 25th March 2023. The only documentary evidence which supports the Charterers' case are the Delivery Protocols signed in April-May 2022 in respect of three of the Vessels (but not MT Midvolga 2 , which was not delivered to the Charterers). The Protocols referred to " the Time Charter Party dated on _ of ____ 2022 made between «MVSC» LLC as the Owner … ". The Charterers signed the Protocols of Delivery for two of the Vessels. The Master of each of the Vessels signed the Protocols on behalf of the " Owner ", but in doing so the Master applied the stamp of Middle Volga, which Mr Ryzhik described as the Vessel's stamp, and not the corporate stamp (Mr Ryzhik's second witness statement, para. 11). This may be explicable by reason of the fact that Middle Volga was the employer of the crew (Mr Ryzhik's first witness statement, para. 11). In any case, the Protocols of Delivery are not contractual documents. I do not consider that the Protocols of Delivery outweigh the other documents referred to above which support Middle Volga's case. The Charterers advance a case that North Global contracted as an agent for Middle Volga. They do not maintain a case of undisclosed principal, but a case based on a " concealed " principal, although I do not think that is strictly correct. The Charterers' case is more akin to a case where the principal is unnamed or unidentified. In any event, there is no evidence before the Court that North Global was authorised to contract with the Charterers on behalf of Middle Volga or intended to do so. Moreover, the description of the parties in the documents is - apart from the Protocols of Delivery - supportive of Middle Volga's case. It is worth noting the comments made by Leggatt J in The Magellan Spirit [2016] EWHC 454 (Comm) ; [2016] 2 Lloyd's Rep 1 in connection with the doctrine of undisclosed principal. In that case, Vitol SA (VSA) agreed to supply liquefied natural gas (LNG) and for this purpose it acquired cargoes of LNG. Another company in the Vitol group, Mansel Ltd, entered into a three year time charterparty with the owner, which contained an English jurisdiction agreement. The owner commenced legal proceedings to obtain an anti-suit injunction to restrain VSA from pursuing proceedings under bills of lading in Nigeria. The owner claimed that Mansel Ltd had entered into the charterparty as an agent on behalf of VSA, which VSA disputed. At para. 28-29, Leggatt J said: " 28. A further, and in my view surer, basis for the decision in The Rialto was that the ordinary intention of someone who conducts trading activities through the vehicle of a one-man company is precisely to avoid incurring personal liability under contracts made by the company; and it would be inconsistent with that intention for the company to contract as agent for its beneficial owner. That point can, I think, be generalised in this way. 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. Implication from conduct 29. The most obvious method of proof would be to point to an express agreement establishing an agency relationship. There was in the present case, however, no relevant written agreement between Mansel and VSA and there is no evidence of any relevant oral agreement. In these circumstances the argument that an agency relationship was created has to be based on conduct. In principle what must be shown is conduct from which: (i) a reasonable person in the position of Mansel would have understood that it was authorised to enter into the charter as agent of VSA; and (ii) a reasonable person in the position of VSA would have understood that Mansel was agreeing to do so. As in any case where an agreement is sought to be implied from conduct, it is not enough to point to conduct which was consistent with an agreement or mutual intention that Mansel would contract as agent of VSA. It is necessary to identify conduct which was only consistent with such an agreement or mutual intention and inconsistent with any other intended relationship between the two Vitol Group companies. Put another way, it must be fatal to the implication of an agency relationship if the parties would have or might have acted as they did in the absence of such a relationship: see, by analogy, cases such as The Aramis [1989] 1 Lloyd's Rep 213 and Mitsui & Co Ltd v Novorossiysk Shipping Co (The Gudermes) [1993] 1 Lloyd's Rep 311 ." In circumstances where there is a question whether a party named in the contract is in fact the contracting party, the Court will usually consider the terms of the contract itself and if that is not sufficient to answer the question at hand, the Court will then consider the surrounding circumstances ( The Grand Fortune [2020] EWHC 147 (Comm) ; [2020] 2 Lloyd's Rep 105 , para. 19; Chitty on Contracts , (35th ed., 2024), para. 22-060). If I had limited my examination to the Recap and the Q88 forms, I would have come to the conclusion that the Charterers' counterparty is North Global, not Middle Volga. In my judgment, the surrounding circumstances make the position even plainer. By analogy with the doctrine of undisclosed principal, where the person alleged to be a party to a contract is not named in the contract as such, the Court should have regard to the terms of the contract together with the surrounding circumstances with a view to asking whether the contract itself and/or the surrounding circumstances indicate that the named party - in this case, North Global - was contracting other than solely as a principal. In the present case, in my judgment, there is no convincing proof that North Global intended and was authorised to contract and was understood to be contracting as an agent for Middle Volga. This is where the Charterers' case based on limb (iii) of the Kaefer formulation arises. If limb (iii) applies, the Charterers will have discharged their burden of establishing a good arguable case that Middle Volga was and is a party to the Charterparty. The question is whether I am unable to make a reliable assessment of the issue at hand, by reason of the evidence and material currently available. The Charterers identified a number of oddities concerning the documents embodying the Head Charterparty, as well as the agreement to increase the daily hire rate from US$5,000 to US$12,000 per day per vessel, and the Q88 forms. However, these oddities do not immediately or compellingly suggest that there was no Head Charterparty or that it was a sham. I understand that the purpose behind the charterparty chain was to distance the Russian owners from the charters of the Vessels. There is no evidence to contradict that purpose and indeed the confirmation of no Russian connections in the Recap is consistent with this purpose. In any case, there is no evidence to suggest that the Head Charterparty was a sham in the sense advanced by the Charterers. I test the position on the assumption that the Head Charterparty was not before the Court in my consideration of the current application. In those circumstances, I would have relied on the evidence outlined above in reaching the same conclusion. Although the Head Charterparty reinforces the conclusion I have reached, it was not a necessary part of the reasoning which led to that conclusion. In these circumstances, I do not consider that this is a limb (iii) case. On the contrary, I have concluded for the reasons explained above that Middle Volga has the better of the argument on the material available. In these circumstances, the Charterers are unable to discharge the burden of establishing a good arguable case that they contracted with Middle Volga whether directly or through North Global as agent. Conclusion For the reasons explained above, I allow Middle Volga's application pursuant to CPR rule 11(1) and declare that the Court has no jurisdiction to try the claim against the First Defendant. I am very grateful for counsels' very helpful submissions. I will deal with consequential issues separately. BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII URL: https://www.bailii.org/ew/cases/EWHC/Comm/2025/2089.html