White Rock Corporation Ltd v. Middle Volga Shipping Co. & Ors. [2025] EWHC 2089 (Comm)
Introduction
The decision in White Rock Corp Ltd v Middle Volga Shipping Company and another company (2025), handed down by the Commercial Court, provides a timely and instructive analysis of jurisdictional boundaries in charterparty disputes. Heard by Peter MacDonald Eggers KC, sitting as a Deputy Judge of the High Court, the case centred on an application under CPR rule 11(1) – disputing the Court’s jurisdiction - brought by Middle Volga Shipping Company (“Middle Volga”), the First Defendant.
Background to the dispute
White Rock Corporation (“White Rock”) were charterers pursuant to a charterparty agreed in 2022, where four vessels had been fixed to them for 2 years. Middle Volga, a Russian based shipping company, were, at all material times, registered owners of three of the vessels and bareboat charterers of the fourth. When only three were delivered and then further, the three delivered vessels were later withdrawn, White Rock brought proceedings for damages, alleging wrongful withdrawal of vessels and a repudiatory breach of contract directing their claim primarily at Middle Volga. Middle Volga denied that they had contracted with White Rock however.
The question, therefore, was who the owners were under the charterparty. The fixture Recap was not clear. It referred to “Registered Owners as per attached Q88”. None of the Q88 forms put before the Court referred to Middle Volga (even though they were, in fact, registered owners – complications said to have been caused by the fact that they were Russian). The Technical and Commercial Managers referred to in the Recap were said to North Global Import and Export Trade Limited Company (“North Global”). North Global were also identified on the Q88 forms as disponent owners. Subsequently a formal charterparty was drawn up which referred to North Global as owners and which was signed by White Rock.
That notwithstanding, White Rock claimed that Middle Volga were the contracting party. They relied on the Recap where the only reference to owners was that to the registered owners (and North Global were not referred to as owner s. Whilst that might have then referenced the Q88 forms (which did not reference Middle Volga), White Rock claimed that they did “not to reflect reality” because of the sanctions’ position in 2022 and that Middle Rock were the registered owners. They further claimed that North Global were agents of Middle Volga, who were an undisclosed principal. On that basis, they claimedthat Middle Volga was bound by the English jurisdiction clause contained in the charterparty.
Middle Volga disputed this, claiming, amongst other things, that they had their own head charterparty with North Global who had chartered the vessels from them – North Global were therefore intermediate charterers, who then chartered the vessel to White Rock in their own name, which is what the contractual documents reflected. They also argued that in circumstances where North Global were clearly the contracting party and there was nothing in the contract or circumstances to indicate that they were agents, Middle Volga could not be an ‘undisclosed principal’.
White Rock challenged the evidence supporting Middle Volga’s defence, including in particular the head charterparty. They also relied on the geopolitical situation, stating in evidence that because there was a reluctance to charter from Russian owners, “there was a strong commercial interest in the paperwork not reflecting reality” which is why North Global were involved.
The Court’s findings
In order to secure jurisdiction, the burden was on White Rock to establish a good arguable case – that is to say, that is has the better argument. The court concluded however that Middle Volga had the better arguable case that it was not a contracting party.
There were multiple grounds on which supported Middle Volga’s position and whilst the Court acknowledged that White Rock had identified a number of anomalies in the documentation, it was not sufficient to succeed. Indeed, the Court made the finding without any reliance on the alleged head charterparty (although that would reinforce its decision).
Accordingly, the Court
In the circumstances, the court was not persuaded that Middle Volga had assumed obligations under the charterparty or had otherwise agreed to submit to the jurisdiction of the English courts. The claimant’s attempt to extend the reach of the jurisdiction clause to Middle Volga was unsuccessful.
Implications for contractual clarity
This decision reinforces the principle that jurisdiction must be grounded in a clear contractual nexus. Where a party is not named in the contract and there is no compelling evidence of its agreement to be bound by the jurisdiction clause, the court will not infer such an agreement. The case serves as a cautionary tale for claimants seeking to bring proceedings against entities that are not clearly identified as contracting parties.
It also highlights the importance of precision in drafting and party identification. In multi-party shipping arrangements, it is not uncommon for various entities to be involved in the performance of contractual obligations. However, as a matter of English law, the mere involvement of an entity in the operational aspects of a charterparty does not, without more, render it a party to the contract or subject it to the jurisdiction clause contained therein.
Conclusion
Ultimately, White Rock v Middle Volga is a case about contractual clarity emphasising the risks associated with contractual documents not reflecting what one or both parties may otherwise understand the position to be. It reminds us that jurisdiction is not a matter of convenience but of legal entitlement, and that the courts will uphold that principle even where the claimant’s commercial interests may be adversely affected. For those involved in drafting and litigating charterparty agreements, the decision is a valuable addition to the jurisprudence on jurisdiction and a prompt to ensure that contractual documentation is both precise and comprehensive. Given the increasing and ever-changing sanctions’ regimes, it also highlights risks where parties might look to avoid problems by way of evasive drafting which later comes undone.
If you require guidance on ensuring contractual clarity or have concerns about jurisdiction issues in your charterparty agreements, we encourage you to reach out to one of our experts.
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