Inta Navigation Ltd & Anor v Ranch Investments Ltd & Anor

David Lewis (instructed by Holman Fenwick Willan LLP) for the Claimants in Folio 736 James Drake (instructed by Lax and Co. LLP) for the Defendants in Folio 736 and Claimants in Folio 829 Timothy Young QC (instructed by Ince and Co.) for the Defendants in Folio 829 Hearing dates: 15 May 2009 ____________________

(i) The sellers were seeking to imply restrictions on the unrestricted wording of clause 25 and clear words were required for such restrictions. There were no such words.

(ii) Terms cannot be implied and contracts cannot be rewritten to reflect what might have been commercially reasonable as opposed to what might be required on the grounds of business efficacy.

(iii) It was inconceivable that the parties to the original MOAs would have agreed that the buyers would have only 16 or 24 London buinsess hours to agree to buy a new building whose price was moving constantly upwards and whose value would be in the region of US$80 million on the basis of the terms of a "sale recap" which would generally contain only the main heads of agreement and could usually be set out on half a sheet of A4. This was described as a "fundamental" reason for the tribunal's decision.

(iv) The argument of the sellers would mean that the buyers had no clear right of first refusal but only a qualified right since the exercise of their right to purchase could be negated by the refusal of the yard to consent to a novation.