QUEEN'S BENCH DIVISION
COMMERCIAL COURT
Strand, London, WC2A 2LL |
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B e f o r e :
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Integral Petroleum SA |
Claimant |
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Melars Group Ltd |
Defendant |
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Sergey Kodenkov (Legal Manager of the Defendant) for the Defendant
Hearing dates: 15 and 16 June 2015
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Crown Copyright ©
Mr Justice Andrew Smith:
Introduction
The dispute
"This contract shall be governed by and construed in accordance with English law. The parties hereby agree to submit all disputes hereunder to the exclusive jurisdiction of the arbitration court in London".
i) On 13 December 2011 it made a contract with a third party to sell some 2,400 to 2,900 mt of diesel oil for delivery at Okarem in Turkmenistan.ii) On 14 December 2011 Melars, as charterer, and EWL, as owner, entered into a voyage charter of MT "Valeriy Kalachev" to carry a cargo of a minimum of 2,500 mt of oil to Okarem.
iii) On 15 December 2011 Melars made a contract with Trafigura Baheer BV ("Trafigura") to buy 2,200 to 2,300 mt of hydro-purified gas oil.
According to Integral, by the December agreement Melars bought what was described as a "top-up" cargo in order to supply it along with the parcel bought from Trafigura and so to fulfil the contract of 13 December 2011.
The Award
"In the present case the settlement comes in relation to the cancellation of a sale and purchase agreement for 300 mt of gasoil. It would not be a reasonable interpretation to find the general language of the settlement was intended to cover future claims related to a contract for different amounts of fuel entered into between different parties ([Melars] and Dartex) in a contract concluded the day before the Cancellation Agreement.
"But there is more. Clause 3 of the Cancellation Agreement only provides for indemnification "if any such cases will arise or in connection with the Contract", It is not sustainable that the claimants made by [Melars] in Switzerland against [Integral] and Mr Seitnepesov are claims arising in connection with the [December agreement], nor that an arbitration claim between different parties under a different contract, relating to a sale of dramatically different amounts of gasoil, may be made under an arbitration clause in the [December agreement] which provides precisely for the submission of "all disputes hereunder to the exclusive jurisdiction of the arbitration court in London" (emphasis added [in the Award]).
"As a consequence, the Sole Arbitrator finds that [Integral's] claims are outside the scope of his jurisdiction as defined in [the arbitration agreement of the December agreement] and its claim and request for relief fails".
Criticism of the Award
i) is there a dispute referred to the arbitrator about the application of the settlement clause? andii) if so, should the court exercise its jurisdiction under clause 67 of the Arbitration Act, 1996 to grant relief?
Is there a dispute about the application of the settlement clause?
Relief