1. Introduction
The case of Tonzip Maritime Ltd v 2Rivers Pte Ltd [2025] EWHC 2036 (Comm)
concerned the interpretation and operation of a sanctions clause in a voyage
charter.
The proceedings before the High Court (UK) were supported
procedurally by Marek Czernis
& Co. Law Office, which provided legal and analytical assistance to one of
the parties.
2. The sanctions clause – structure and purpose
A sanctions clause allows the owner to refuse performance or terminate
the charter if compliance with orders would expose the vessel or its owners to
the risk of breaching international sanctions.
The BIMCO 2020 Sanctions
Clause provides a standard framework, granting: the
right to terminate if a party or an associated entity becomes a sanctioned
entity, and
the right to decline a voyage if its performance would involve a
sanctioned activity or destination.
3. Facts of the dispute
In November 2021 Tonzip Maritime Ltd, as owner of the M/V Catalan Sea, entered into a voyage
charter with 2Rivers Pte Ltd for the carriage of crude oil from
a Russian port to the Mediterranean.
The charter included an extended EPS Sanctions Clause.
Following standard compliance checks, Tonzip’s screening system flagged
the shipper Neftisa as
potentially linked to Mikhail Gutseriev, a sanctioned Russian businessman.
Relying on that alert, the owner refused loading and demanded alternative
orders.
The charterer 2Rivers provided evidence and legal opinions
from Herbert Smith Freehills and Baker McKenzie confirming that Gutseriev no longer
controlled Neftisa.
Nevertheless, the owner persisted in its refusal.
4. Judgment of the High Court (UK)
The Court held that the owner had wrongfully refused to perform under the charter: the decision was not objectively reasonable, “reasonable judgment” requires a genuine evidential basis, not mere speculation, and the owner failed to consider exculpatory evidence provided by the charterer.
The Court ruled that Tonzip Maritime Ltd’s reliance on the clause was unjustified, and ordered it to
compensate 2Rivers Pte Ltd for losses including loss of freight.
5. Legal significance and practical lessons
The decision reaffirms that a sanctions clause is not an automatic
escape mechanism.
To rely on it validly, owners must act in good faith, with objective
reasonableness, and on the basis of documented evidence.
For charterers, it demonstrates that misuse of a sanctions clause
constitutes wrongful termination.
For owners, it is a reminder that precautionary refusals without substantiated
grounds may lead to contractual liability.
6. Key recommendations
Draft sanctions clauses precisely, using BIMCO 2020 standards as a baseline.
Perform multi-source compliance checks and retain all documentation.
Seek legal advice before invoking the clause to avoid misapplication.
Train operations and compliance teams to evaluate sanctions risks contextually, not mechanically.