Welcome to the Autumn 2025 Shipping and Energy Newsletter.
In our third newsletter for 2025, we cover a wide range of topics, from limitations of liability in energy contracts to financing in the mining sector and the impact of recent restructurings in the energy sector.
What are the implications for ship owners of the Hong Kong Convention? We review its interrelationship with existing regulation.
The latest edition of our guide to drafting limitation of liability clauses is now available. We also consider how the increased demand for nuclear energy is driving innovation in African mining finance and share updates on some of the projects the London team has advised on in the energy sector.
This issue also features articles on the impact of contractual hierarchies on the interpretation of arbitration clauses, the different approaches to design liability under U.S. and English law and the relevance of the Arbitration Act 2025 to American companies.
Until next time, happy reading.
“Three’s a Regulatory Crowd: Hong Kong Convention enters into force amidst existing recycling regimes” by Andreas Silcher and Kayley Rousell, explores the implications of the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships.
In a recent Wavelengths podcast episode “Shipbuilding Investments in the U.S.”, published by TradeWinds, William Cecil shares his insights on the opportunities, challenges, and policy developments shaping the U.S. shipbuilding sector.
“The Importance of Fairness: Legal Lessons from Petrofac for Shipping and Energy Company Restructurings” by Michael Mulligan and Charlotte Doherty analyses the impact of two recent court decisions on the current restructuring landscape. Their article explores the technical boundaries of the “no worse off” test and new money fairness as well as the implications for the shipping and energy companies.
We are pleased to announce the launch of our updated guide “Plug The Well, Cap The Risk: Best Drafting Practice for Clauses in Energy Contracts”. Authored by Glenn Kangisser and Teena Grewal, the guide provides practical advice on limitation of liability clauses in energy contracts. To request a copy, please contact London@Haynesboone.com.
In “How Decarbonisation Is Driving Innovation in African Mining Finance” published by African Law & Business, Nick Davis, Conrad Purcell and Kayley Rousell examine trends in the financing of uranium exploration and mining projects resulting from increased demand for nuclear energy. They explore current market conditions and the different approaches to financing these projects.
“Unlocking Africa’s Digital Infrastructure Future: Are Data Centre Developments the Key?” written by Conrad Purcell and Kayley Rousell was recently published in Data Centre Solutions and looks at the opportunities and challenges of data centre development via project finance in sub-Saharan Africa.
Our U.S. colleagues Gilbert D. Porter, Jacob Bolinger and Léa Dickinson, have written two alerts on nuclear energy. In “Industrial Finance Options for Nuclear Data Center Projects” they analyse the financial models being used to support nuclear-powered data centre projects. In “World Bank Reconsiders Nuclear Finance”, they consider the World Bank’s recent decision to lift its ban on financing nuclear power projects.
We have been assisting clients in this sector as detailed in Haynes Boone Advised March GL on $215 Million SPAC Merger to Form Greenland Energy Company. The deal will form Greenland Energy Company, which is expected to list on NASDAQ under GLND. Partners Nick Davis, Larry Shosid and Glenn Kangisser led the Haynes Boone deal.
The judgment in Tecnicas Reunidas v Petroleum Chemicals is reviewed by Jonathan Morton and Tautvydas Medziukevicius in “A Cautionary Tale on Jurisdiction, Contractual Hierarchies and the Perils of “Pick-and-Mix” interpretations of Arbitration Clauses”. Their analysis considers this section 67 challenge, the importance of procedural discipline, and the need for clarity and consistency in contractual documentation.
The article "Spearin and Thorn: Transatlantic Design Liability in EPC Contracting" authored by Brian Vella, Andreas Dracoulis, Jacob Bolinger and Jack Spence, considers the different approach taken to design liability in EPC contracting under U.S. and English law.
In a recent New York Law Journal article on “The Changing Landscape for London-Seated Arbitrations,” Peter Halprin, Fiona Cain and Amanda Laurel Gayer examine the Arbitration Act 2025 and share practical guidance for U.S. companies and their counsel engaged in cross-border disputes.
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.
No Mistake Due to a Change of Position
A third party forged documents to trick Rasmala, a trade finance fund, into paying $21 million to Trafigura in order to settle a debt owed to Trafigura. Rasmala sought recovery on the basis that it had paid under a mistake. The court found, however, that Trafigura had changed its position in good faith by continuing to trade with the third party and therefore was not liable to repay the sum.
Rasmala Trade Finance Fund v Trafigura PTE Ltd [2025] EWHC 1569 (Ch)
Never Judge a Shipper by its Cover
A shipowner refused to load cargo under a charterparty after automated screening software identified a sanctioned individual as being connected with the charterer. Other available sources, however, gave conflicting information. The charterparty provided that “the owners shall not be obliged to comply with any orders … which in the reasonable judgment of the owners, is prohibited by sanctions or will expose the owners … to sanctions”.
The court held that for a shipowner to refuse cargo on the basis that the charterer was a sanctioned entity, the shipowner would need to show that an objectively reasonable shipowner would have reached the same conclusion. It would then be for the charterer to prove otherwise. The court dismissed the shipowner’s case, as their reliance on a limited number of reports was not reasonable; more due diligence was required before it was reasonable to refuse the cargo.
Tonzip Maritime Ltd v 2Rivers Pte Ltd (formerly Coral Energy Pte Ltd) [2025] EWHC 2036 (Comm)
The Pitfalls of Providing for Your Kids
The Commercial Court found that a parent guarantee, which provided that “The Guarantor irrevocably and unconditionally: … undertakes with the Owner that whenever the Charterer does not pay any amount of the Guaranteed Obligations when due, the Guarantor shall immediately on demand pay that amount as if it were the principal obligor…” created an on-demand obligation, rather than a see-to-it guarantee. It rejected the Guarantor’s argument that a clause stating that “This Guarantee shall remain in full force and effect as a continuing guarantee for the duration of the Guarantee Period” meant a demand needed to be served during the Guarantee Period for the demand to be valid. All that was required was that the guaranteed liability was incurred during the Guarantee Period.
Ocean Clap Shipping Ltd v. Global Offshore Services BV and another [2025] EWHC 1591 (Comm)
Seeing Double? Duplicative Arbitration Clauses
A contract for the sale of wheat was entered into between CAFI and GTCS, containing a GAFTA arbitration clause. After a dispute between the parties, where CAFI refused to pay for the wheat, a separate contract with an identical arbitration clause was entered into for a lower price, and providing that the first contract was “…terminated and considered void.” GTCS claimed against CAFI for payment due under the first contract. The GAFTA Appeal Board overruled the first-tier tribunal and found that it did not have jurisdiction to consider the second contract (providing that the first contract was void) and so awarded GTCS damages. The Commercial Court rejected the GAFTA Appeal Board’s findings and found that the arbitration clause in the first contract, applying to “[a]ny dispute arising out or under this contract”, was wide enough to cover a subsequent contract voiding the first. The fact that such an issue might also fall within the scope of the subsequent agreement was not fatal.
CAFI v. GTCS Trading DMCC [2025] EWHC 1350 (Comm)
The Shareholders’ New Clothes
It had historically been accepted in English law that a company cannot assert legal advice privilege against its shareholders. Here, the Privy Council agreed with Picken J in Aabar Holdings v Glencore [2024] EWHC 3046 (Comm) that this rule should no longer be taken to exist. The Privy Council pithily held that “Like the emperor wearing no clothes in the folktale, it is time to recognise and declare that the Rule is altogether unclothed.” While considering Bermudian law in the immediate case, the Privy Council declared that the decision should be regarded as abrogating the rule in England and Wales as well.
Jardine Strategic Holdings v. Oasis Investments II [2025] UKPC 34
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