Summary and Facts
Ocean Clap Shipping Ltd v Global Offshore Services BV [2026] 2 Lloyd’s Rep 43 concerned two bareboat charterparties under which Global Offshore Services BV (GOSBV) leased back two vessels it had sold in 2014 to owner SPVs, with its parent, Global Offshore Services Ltd (GOSL), guaranteeing the hire. GOSBV stopped paying hire in late 2015 and early 2016. It claimed a “General Agreement” had been formed by conduct under which the charterparties were cancelled and the debts zeroed, alternatively waiver or estoppel. GOSL said the claim was brought after the guarantee period.
Legal Issues
Whether the parties’ conduct was consistent only with the alleged General Agreement, rather than the charterparties.
Whether the owners had waived their rights or were estopped from claiming hire.
Whether the guarantees were enforceable after the guarantee period.
Court Findings
No contract was formed by conduct
The owners’ acquiescence in non-payment and payment of some costs were better explained by the charterers having no money, and negotiations were “subject to contract”.
Waiver and estoppel failed
The owners’ conduct was not clear and unequivocal while negotiations continued.
Guarantors remained liable
The “see to it” obligation needed no demand and did not lapse when the guarantee period ended.
Practical Implications
The judgment is a reminder of how difficult it is to prove a contract by conduct where the conduct is equally consistent with the existing contract.
A party tolerating late or non-payment while “subject to contract” negotiations continue is unlikely to be taken to have waived its rights, although a written reservation of rights is still prudent.
Guarantee drafting matters: “see to it” obligations and demand obligations are treated separately, and the end of a guarantee period does not necessarily extinguish liabilities that have already arisen.