Welcome to the Spring 2026 Shipping and Energy Newsletter.
In this edition, we bring you a thorough review of the legal and commercial developments shaping the shipping and energy sectors.
In our shipping coverage, we examine a range of significant recent decisions, including guidance on the classification of refund guarantee obligations in shipbuilding contracts, force majeure declarations during geopolitical conflict and market rate recovery for late vessel redelivery. We also review the court’s approach to contractual risk allocation for unseaworthiness in related contracts.
On the energy front, we outline the UK Government’s new Advanced Nuclear Framework, which provides a clearer pathway for private advanced nuclear projects. Additionally, we feature an in-depth discussion on financing battery-storage projects. This edition also features our commentary on a recent Court of Appeal decision clarifying waiver of termination rights.
Focusing on offshore oil and gas, we explore the critical policy challenges facing the UK North Sea and examine how gross-negligence and wilful-misconduct carve-outs are reshaping traditional knock-for-knock indemnities with important implications for insurability and contractual certainty. We also analyse the Supreme Court’s landmark ruling on “repeated defaults” termination provisions and consider the practical pitfalls of battle-of-the-forms disputes.
We hope that you will find these insights valuable for navigating the evolving legal landscape. Should you wish to discuss any of these matters addressed, or if there are topics you would like us to cover in future editions, please do not hesitate to contact us.
Until next time, happy reading,
Fiona Cain
Editor | Counsel | London
“English High Court Accepts Classification of Refund Guarantee Obligation as Innominate Term in Shipbuilding Dispute” by Fiona Cain reviews a recent Commercial Court decision concerning the categorisation of the obligation to provide refund guarantees in shipbuilding contracts within a specified timeframe and whether a buyer is entitled to claim loss of bargain damages following termination.
“Invalid Force Majeure Notice? Get your termination strategy right” by Andreas Dracoulis, Fiona Cain and Tautvydas Medziukevicius examines the Commercial Court decision concerning a wrongful declaration of force majeure during Russia’s invasion of Ukraine, which provides a timely reminder of issues that can arise from wrongful declarations of force majeure.
Focussing on recent events in the Middle East, William Cecil spoke to Law360 about “How The Iran War Has Snarled Global Oil & Gas Shipping” and the impact these events are having on charters and vessel owners.
“Skyros & Agios Minas: Court of Appeal Accepts Market Rate Recovery on Late Redelivery Regardless of Owners’ Future Plans” by Mette Duffy scrutinises a Court of Appeal decision where a vessel was redelivered late and the court had to determine whether owners were entitled to recover substantial damages assessed by reference to the market rate for the period of overrun, even though the owners would not have chartered the vessel again had it been redelivered on time.
“The Maltese Falcon: When Contracts Allocate Risk, Courts Will Not Rewrite the Bargain” by Fiona Cain looks at a Commercial Court decision concerning the allocation of risk between parties for the unseaworthiness of a yacht and the circumstances in which the English courts will imply terms into a contract.
“Enriched Opportunities: The UK’s New Advanced Nuclear Framework” by Jonathan Morton outlines the government’s new two‑part framework designed to give private advanced nuclear projects a clear route from concept to deployment. The piece highlights how the UK Advanced Nuclear Pipeline will offer developers of SMRs, AMRs and MMRs structured engagement with government, early discussions on potential revenue support and a coordinated interface with regulators and public investors.
“How to Finance Batteries” features Conrad Purcell’s conversation with the Modo Energy’s Transmission podcast, where he discusses what makes a battery‑storage project bankable, how grid‑connection challenges shape project timelines and what it takes to bring a battery project to financial close.
“The UK North Sea at a Tipping Point: Why the UK Government Must Act Now” by Glenn Kangisser and Shu Shu Wong explores why current policies risk accelerating production decline in the UK North Sea, weakening supply‑chain capacity and increasing reliance on imports at a time of rising global uncertainty. The article outlines the urgent steps needed, from tax and licensing reform to stronger regulatory alignment.
“When ‘Skin in the Game’ Meets Uninsurable Risk: Rethinking ‘Knock‑for‑Knock’ Carve Outs” by Glenn Kangisser and Teena Grewal examines how gross‑negligence and wilful‑misconduct carve‑outs are reshaping traditional knock‑for‑knock indemnities in offshore oil and gas. The piece notes that, although intended to promote accountability, these carve‑outs can create uninsurable liabilities, increase contractual uncertainty and undermine the collaborative safety culture the sector relies on.
“Gateway to Termination: Supreme Court Narrows ‘Repeated Defaults’ Termination” by Conrad Purcell, Fiona Cain and Tram Nguyen explains the Supreme Court’s finding that a contractor can rely on “repeated defaults” only where a prior default remained unremedied long enough to trigger a termination right under clause 8.9.3. The ruling reinforces the strict construction of termination clauses and highlights the need for precise drafting where cure periods and reciprocal rights differ.
“Contractual Disputes: The “Last Shot” Dilemma” by Andreas Dracoulis, Fiona Cain and Tautvydas Medziukevicius reflects upon the decision in Tullow Ghana Limited v Vallourec Oil and Gas and discusses other issues, including battle of the forms, abandoning valuable contractual remedies and statutory implied terms.
The IJGlobal Awards have awarded the Digital Infrastructure Deal of the Year, Africa, to Haynes Boone client Raxio Group for securing a landmark US$100 million financing from the International Finance Corporation to accelerate its pan-African expansion of Tier III carrier-neutral colocation data centres. The transaction was led by Conrad Purcell, with support from Shu Shu Wong, Kayley Rousell and Zainab Al‑Qaimi.
Project finance transactions are complex and often involve multiple workstreams that need careful coordination. To help overseas participants navigate the nuances of the English law project finance regime, we have once again contributed to “The Legal 500 UK Project Finance Comparative Guide”. The newly published 2026 edition, co‑authored by Conrad Purcell and Kayley Rousell, provides an accessible overview of key concepts and considerations for international market participants.
“Court of Appeal Rejects Waiver of Contractual Termination Right” by Amanda Larrington examines the Court of Appeal’s clarification that a party cannot be said to have waived a contractual right to terminate unless it actually knew the right existed. The piece highlights that a party had not lost its right to terminate in URE Energy Ltd. v Notting Hill despite a significant delay because it genuinely did not appreciate that the amalgamation triggered one of the contract’s termination provisions.
In the Chambers Global 2026 Directory, Haynes Boone saw three newly-ranked attorneys across the firm with a record six practices and 15 attorneys in this year’s edition. This included Glenn Kangisser, who was ranked for the first time in Energy & Natural Resources: Oil and Gas and described as having “a strong customer focus and consistently demonstrates a strong understanding of our business and its critical focus points”.
William Cecil has been appointed as UK General Counsel, reflecting the firm’s continued growth in London and the increasing scope and complexity of its international legal and regulatory operations. In his role, Cecil will work closely with Haynes Boone General Counsel Ben Mesches and the rest of the Haynes Boone Office of the General Counsel in Dallas, strengthening coordination for cross-border compliance and internal legal efforts.
William Cecil, Andreas Silcher and Fiona Cain are speakers at BIMCO’s Shipbuilding and Offshore Construction Contracts 180 Seminar on 12 and 13 October 2026. Further details including how to register are available via BIMCO.
Haynes Boone hosted our first in‑person DEI event with the East Asian Lawyers Organisation (EALO) in March. With more than 70 attendees, it was one of our largest gatherings since moving to our new space at Alder Castle. into our new London space. Moderated by Shu Shu Wong, the panel offered valuable insights on career paths, business growth, regulatory challenges and the importance of mentorship and representation. A big thank‑you to our panellists — Abdullahi Bashe, Sayaka Wakita, Katherine Lam, Zoe Yu Tung Law, Karma Samdup and Conrad Purcell — and to SunHee Park, Founder of EALO, for partnering with us.
We take a brief look at some of the key cases determined by the U.K. courts in the past few months on shipping, offshore oil and gas and related matters.
Pay Now, Argue Later: Conditional LCs Don’t Displace Buyer’s Payment Liability
A seller sought summary judgment for the price of gasoline and gasoil delivered under a sale contract. The buyer argued that issuing confirmed letters of credit (LC) discharged its payment obligations. The Court disagreed, finding that payment by LCs was presumed to be conditional rather than absolute payment, absent express wording to the contrary. Generally, where LCs are conditional and payment thereunder fails due to the seller’s default, the buyer would be entitled to reject the seller’s documents and goods. In this case, however, as title had passed and the buyer had received the cargo, the seller could claim for the price against the buyer.
Moeve Trading SAU v Mael Trading FZ LLC [2026] EWHC 17 (Comm)
Court Confirms ‘Typicals’ Aren’t Warranty
The Commercial Court dismissed a breach of contract claim arising from a sale of oil where the organic chloride content in the oil exceeded the contract’s ‘typicals’. The court held that ‘typicals’ did not create a contractual warranty. The court also rejected the argument that the elevated organic chloride content meant the cargo had lost its commercial identity.
Mercuria Energy Trading SA v ONEX DMCC [2026] EWHC 130 (Comm)
No Room for Dispute: Court of Appeal Found ‘Undisputed Claims’ Binding in a Settlement
A settlement agreement marked certain sums as ‘undisputed claims’ and noted that there would be ‘further negotiations on the undisputed claims’. One of the parties argued that, because further negotiations were contemplated, the undisputed claims were not yet settled. The Court of Appeal found that the ordinary and natural meaning of ‘undisputed claims’ was that there was no dispute about those claims. Nothing in the language of the agreement made liability or quantum conditional, and the reference to ‘further negotiations’ could have related to a payment schedule rather than the quantum of the claims.
Sahara Energy Resource Ltd v Societe Nationale de Raffinage SA (SONARA) [2026] EWCA Civ 54
‘Subject to Contract’ – High Bar for Implied Waiver Not Met
The Technology and Construction Court held that no binding agreement arose from an email confirming that a settlement agreement ‘is agreed’ because all circulating drafts remained marked ‘subject to contract’ and nothing, including subsequent conduct, showed that the parties had removed that reservation. As a matter of principle, once a negotiation includes a ‘subject to contract’ reservation, that conditionality remains unless all parties agree to remove it or unless such agreement is necessarily implied.
Baltimore Wharf SLP v Ballymore Properties Ltd [2026] EWHC 312 (TCC)
No Limitation Period for Unfair Prejudice Petitions
A shareholder petitioned under section 994 of the Companies Act 2006, claiming unfair prejudice upon being excluded from a bonus share issue made more than six years prior. The company argued that the petition was time-barred. The Supreme Court disagreed, holding that no limitation period applied to claims under section 994.
THG Plc (Respondent) v Zedra Trust Company (Jersey) Ltd (Appellant) [2026] UKSC 6
