In a high-stakes legal clash over a failed maritime transaction, Great Asia Maritime Ltd. argued before the Court of Appeal on Thursday that it is entitled to $1.85 million in damages after a botched ship sale, asserting it lost out on expected profits when seller Orion Shipping and Trading Ltd. failed to deliver a vessel on time.

The shipping company claims the "loss of bargain" damages stem from Orion's negligence, which allegedly prevented the bulk carrier MV Lila Lisbon from being delivered by the agreed cancellation date. The dispute is now centered on whether the buyer can recover future earnings that were never realized due to the sale’s collapse.

Arbitral Win Undone by Court — Buyer Seeks Restoration

An arbitral tribunal had previously sided with Great Asia Maritime, awarding $1.85 million after concluding that Orion took insufficient steps to meet its contractual obligation to deliver the vessel. But that win was short-lived. In June 2024, High Court Judge Julia Dias overturned the award, ruling that “loss of bargain” damages weren’t valid under the contract's language.

Judge Dias found that because the contract lacked a clause expressly governing breach and specifying such damages, the compensation for future lost profits was not justified.

But David Lewis KC of Twenty Essex, representing Great Asia Maritime, pushed back hard on Thursday, telling a three-judge panel that the lower court’s reasoning was flawed.

“It’s uncommercial for negligent sellers to escape liability,” Lewis said. “The parties clearly intended for the loss of bargain to fall on the wrongdoer.”

Legal Duel Over Contract Interpretation

The heart of the case lies in contractual interpretation. Lewis argued that Orion had a clear duty to ensure delivery by the agreed cancellation date, not merely to issue a notice of readiness. He insisted that no “clear words” clause is required to trigger loss of bargain damages when the breach stems from proven negligence.

“That presumption is incorrect,” Lewis argued. “The contract obligated Orion to perform, not just to attempt.”

On the other side, Alexander Wright KC of 4 Pump Court, representing Orion, called Great Asia Maritime’s interpretation "draconian" and a departure from long-standing legal principles.

“This is not a non-delivery case,” Wright asserted. “It’s a case of delayed delivery overtaken by the buyer’s own decision to terminate under the contract.”

Wright said damages of the kind being claimed require explicit language, which was absent from the contract. He cited the traditional legal difference between termination due to breach and repudiatory breach, the latter being more likely to justify such compensation under common law.

Appeals Judges Weigh Maritime Precedents

Presiding over the appeal are Justices Stephen Phillips, Christopher Nugee, and Colin Birss, who grilled both parties on the line between breach-based termination and recoverable economic losses in commercial shipping contracts.

Wright cautioned the judges against setting a precedent that might "override the compensatory principle" without contractual backing. Meanwhile, Lewis pushed the court to affirm that commercial common sense dictated holding negligent sellers financially accountable for deals gone awry.