The End Of The One-Stop Shop

• Published date: 12 September 2023
• Law Firm: Quadrant Chambers
• Author: Benjamin Joseph

DHL Project & Chartering Ltd v Gemini Ocean Shipping Ltd (the "Newcastle Express") [2022] EWCA Civ 1555

In The Newcastle Express, Owners of the vessel and the would-be Charterers agreed the terms of a recap for a voyage charterparty which expressly provided "subject shipper/receivers approval."

In addition to the substantive provisions, the recap included a clause providing for the agreement to be governed by English Law, with disputes to be resolved by arbitration in London.

Had the parties bound themselves to an agreement to arbitrate? The Court of Appeal held that they had not. A condition providing "subject shipper approval" - much like "subject to contract" or "subject to details" - negatived the intention to contract. No binding main contract was formed, and neither was any arbitration agreement.

The Separability Principle

The Court of Appeal distinguished between questions of contract formation and contract validity.

Where it is alleged that the contract...