TOPTIP HOLDING PTE LTD V MERCURIA ENERGY TRADING PTE LTD

[2017] SGCA 64, Court of Appeal of Singapore, Sundaresh Menon CJ, Andrew Phang Boon Leong JA and Judith Prakash JA, 23 November 2017

Charterparty (voyage) - Conclusion of contract - Offer - Acceptance - "Subject to review" - "With logical amendments" - Uncertainty - Essential terms

Toptip Holding asserted that a valid voyage charterparty had been concluded via email on 14 October 2014 and that the communication by Mercuria, the disponent owner, on 29 October constituted a repudiation thereof, entitling Toptip to damages in respect of the losses arising from having to secure a substitute charterparty at a higher rate. The defendant disputed that any binding contract had been concluded because its communication on 14 October had been "subject to review" of charterers pro forma charterparty "with logical amendments", and that in any case a voyage charterparty without agreed standard terms was too vague to be performed. The plaintiff asserted that the "subject review" had been lifted when the defendant had sent a copy of a charterparty used by the parties several months earlier to the broker. The judge held that no charterparty had been concluded. Toptip appealed. Mercuria also appealed.