Jurisdiction(s):
United Kingdom

Undisclosed principal requires actual authority: Court of Appeal (England and Wales) rejects estoppel-based 'fictional' authority; jurisdiction challenge in shipping letters of indemnity upheld; CPR 6.33(2B)(b) unresolved

Published on: 16 July 2025

Published by a LexisNexis Dispute Resolution expert

Legal News

Article summary

Berge Bulk Shipping PTE v Taumata Plantations [2025] EWCA Civ 876

The facts

Three New Zealand timber companies (the Exporters) were pursued in the High Court of England and Wales by a disponent shipowner, Berge Bulk, for in excess of US$4.4m together with certain unquantified indemnities and costs. Berge Bulk said the Exporters were undisclosed principals to letters of indemnity issued in its favour but left entirely unpaid by the insolvent charterer, TPT Shipping. The letters of indemnity contained an express English jurisdiction clause. In particular, Berge Bulk maintained that the Exporters had engaged TPT Forests as agent; TPT Forests then in turn appointed TPT Shipping as sub‑agent; and TPT Shipping, acting as agent, issued the letters of indemnity. It was common ground that TPT Forests acted for the Exporters. The live question ultimately concerned the capacity in which TPT Shipping had acted.

The Exporters’ jurisdictional challenge

The Exporters squarely disputed the court’s jurisdiction to properly adjudicate the claims against them within these English court proceedings. At first instance they argued there was no good arguable case at all that they were TPT Shipping’s undisclosed principals, with the consequence that Berge Bulk could not rely on the jurisdiction clause vis‑à‑vis...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...