Tonzip Maritime Ltd v 2Rivers Pte Ltd (The “Catalan Sea”) [2025] EWHC 2036 (Comm) King’s Bench Division, Commercial Court – 31 July 2025

On 5 November 2021 Tonzip Maritime Ltd (the owners) chartered the Catalan Sea to 2Rivers Pte Ltd (the charterers) for a voyage from Ust Luga/Primorsk to Aliaga, Turkey, to carry oil. The charterparty included an “EPS Sanctions Clause”, which stated in part:

(A) The Charterers hereby warrant … that neither the Charterers nor any person or entity … having an interest in any cargo carried under this Charterparty, are designated or subject to any … sanctions … and that performance of this Charterparty … will not expose the Owners, the Vessel … to sanctions.
(C) The Owners shall not be obliged to comply with any orders … which in the reasonable judgment of the Owners, is prohibited by sanctions or will expose the Owners … to sanctions. In the event that such risk arises … the Owners shall be entitled to refuse further performance and the Charterers shall be obliged to provide alternative voyage orders.”

The vessel arrived at Primorsk on 17 November 2021 and tendered notice of readiness. The intended shipper was Neftisa, a company linked to MG, a Russian businessman subject to EU and UK sanctions. Concerned that loading might expose them to sanctions, the owners refused to load the cargo and requested alternative orders. The charterers rejected this and cancelled the charter on 24 November. The owners treated this as repudiation and claimed damages exceeding US$1 million; the charterers counterclaimed for US$233,600.

The Commercial Court identified three issues: the meaning of the EPS Sanctions Clause, the effect of the sanctions regime, and whether MG controlled Neftisa. Citing The Triton Lark [2012] 1 Lloyd’s Rep 457, The Crudesky [2014] 1 Lloyd’s Rep 1, and The Falkonera [2013] 1 Lloyd’s Rep 582, the judge emphasized that limitations on charterers’ orders must be clearly expressed and construed contra proferentem. Onthe proper interpretation, the owners only needed to show that their refusal was based on a “reasonable judgment” that sanctions risk existed, not that sanctions actually applied.

However, the court found that owners must act in good faith and objectively, making proper inquiries and relying on information available at the time. Examining evidence including legal opinions and correspondence, the judge concluded that there was no real basis for finding MG controlled Neftisa in November 2021. The refusal to load was therefore unjustified and the owners’ damages claim failed.

On the time-bar point, clause 2A required demurrage claims within 60 days of discharge and “other claims” within 90 days of discharge. Since no cargo had been discharged, the provision did not apply.  Clause 2A read as follows.

CHARTERERS SHALL BE DISCHARGED AND RELEASED FROM LIABILITY IN RESPECT OF ANY DEMURRAGE CLAIMS OWNERS MAY HAVE UNDER THIS CHARTERPARTY UNLESS A CLAIM HAS BEEN PRESENTED IN WRITING TO CHARTERERS WITH SUPPORTING DOCUMENTATION WITHIN SIXTY (60) DAYS FROM COMPLETION OF DISCHARGE OF THE CARGO UNDER THIS CHARTERPARTY AND 90 DAYS FOR OTHER CLAIMS PROVIDED SUPPORTING DOCUMENTS ARE AVAILABLE (EXCLUDING B/L CLAIMS).”

Held, the owners were not entitled to refuse to load the Neftisa cargo; their claim failed. The charterers’ counterclaim succeeded and was allowed.