A ship was chartered to take condensate from Norway to the US. No charter-party was drawn up, let alone signed, but a “recap” email (recapitulating the terms of the charter) was sent by the charterer’s brokers to the time-chartering owner’s brokers. There was just one problem; the brokers had referred to the wrong company as the owner. Did this matter?
No, said the court, because, objectively viewed, a contract was formed between the owner, TTMI, and the charterer, Statoil, by performance. Statoil had, in fact, dealt with TTMI throughout. TTMI had instructed the vessel to take on Statoil’s cargo, the Notices of Readiness accepted on behalf of Statoil’s managing agents identified TTMI as the time charterer, the voyage had been fully performed, the demand for payment of the freight referred to the “total amount due TTMI” and required payment to TTMI’s bank account, and Statoil had paid the freight to TTMI (and not the company wrongly named in the recap email). Both parties had also proceeded on the basis that the terms recorded in recapping emails applied and that they were performing the transaction reflected in them.
As agreed by the parties, the courts have regarded the fact that services are rendered, work undertaken, or payment is made as “a very relevant factor” in deciding whether a binding contract is made.