Zeiler Floyd Zadkovich advises, supports and represents market leaders in a variety of sectors on all aspects of transactions and projects.
Typically, our clients involve us at an early stage for direction and advice on the legal, regulatory and contractual side of a deal or project. We collaborate with our clients to clearly plan out and execute the required contractual structure for the commercial, financial and technical requirements.
We are also pleased to support clients on a more ad hoc basis where, for example, there has been an unexpected development on a deal or there is increased time pressure.
With our unique blend of in-house and private practice experience across a wide spectrum of jurisdictions within a tight-knit team, we are well placed to provide a bespoke service to our clients’ specific requirements and work closely with our clients in a broad range of transactions and projects.
Shipping carries the world of commodity trading – literally and figuratively. Our market experience in this area allows us to advise clients in respect of all documents and contracts required in the business.
We have extensive experience of charterparty negotiations and drafting. We perform various roles in the charterparty process – from leading negotiations with the counterparty and the drafting exercise to advising behind the scene on specific clauses. We have been involved in countless long-term and short-term charter negotiations both from an in-house and a private practice perspective and consider ourselves well-placed to work efficiently with our clients to finalise the contracts accurately and promptly.
We also act on both sides of newbuild transactions: both for major shipyards and for purchasing vessel owners. We advise buyers during the transaction period and have acted for buyers in respect of warranty claims following delivery.
In the closely related Logistics & Transport field, we regularly advise operators, freight forwarders, charterers, owners, tug and barge companies and various other logistics players on various types of contracts including service contracts, shipping agency contracts, charterparties, long-term contracts, standard terms for bills of lading, booking verbiage, e-commerce terms, and other freight contracts.
Back to topWe support the trading, operations and shipping teams of international trading companies in locations all around the world. Traders have dynamic and demanding teams which require prompt and robust advice. It is important to ensure that legal accuracy, attention to detail and impartiality are not compromised because a matter is urgent and high-pressured.
We review, negotiate, draft and advise on all commodity trading documents. This involves liaising with other support functions of the client’s business in respect of tax issues, financial issues, credit issues, compliance issues and any other areas of risk prior to execution.
A selection of commodity trading documents we draft and advise on:
Our firm also advises on cargo and shipping operational issues, for example, in relation to arrival/delivery windows, shortage and quality/off-spec, laytime and demurrage, issuing guarantees and letters of credit, bills of lading and letters of indemnity.
Back to topWe advise lenders, sellers and buyers on letters of credit, vessel mortgages and other finance arrangements, performance guarantees and lines of trade credit. We also act for clients on hedging documents and derivatives agreements.
This involves ensuring our client’s interests are fully protected under documentary credits and other finance agreements, such as rights as the holder of a bill of lading, lien rights against shipowners, rights to obtain security through court legal action and to wind up loan agreements and facility agreements with borrowers.
Back to topWe have experience of drafting and advising on Terminal Use Agreements, Port Liability Agreements and all documents required for the use of terminals by ship operators, logistic companies and freight forwarders.
Storage and blending are essential aspects in controlling and managing commodity prices and risk. There are often temporal issues that arise in supply or demand of commodities. Naturally that affects price. Holding the commodity, or indeed transforming the commodity by blending or other means, are two ways of dealing with those temporal pricing issues. We only need look as recently as the covid-19 pandemic for an example. Demand dropped drastically as the global economy was effectively shutdown overnight. The price of most commodities collapsed, led by oil markets. Traders needed to find storage solutions until prices rebounded and certain blends prioritised.
This dynamic creates a host of issues from a contractual and legal perspective. Often contracts do not properly contemplate the temporal issue. Perhaps they do and one party will suffer significant financial loss. We advise companies through such issues and seek to protect their position as far as possible. This does not only relate to catastrophic recessionary events. We have seen LME warrants for storage in the spotlight over the past decade at differing times, with alleged concerns about market distortion. There is also a myriad of issues that can arise with commodities as they pass through ports and terminals.
We also recently advised a leading bulk carrier /ports and terminal owner/operator on revising and drafting new provisions for their general terms and conditions at many locations across the US. This is a high profile project for this key client of the firm.
Back to topOur contract and advisory work is not limited to specific sectors. We advise on commercial projects and contracts across a raft of different industries and contexts. A key feature of our offering is to structure and advise on complex deals that are international in nature.
We regularly advise clients on how to achieve their commercial objectives through clever, clear structuring. We do this by first understanding fully the commercial context of the deal. The regulatory, legal and insurance frameworks, limitations and opportunities are then layered into the analysis. If we need to set up a multi-jurisdictional cross-border team, our collaborative and seamless approach across our international offices makes this a straight forward project management process. Indeed, this is the core of our global structure.
As a recent example, we advised a major international company on the insurance regimes in the United States, England and Australia in the context of their online sales and services. We are now moving into the structuring phase and our geographical reach makes us well placed to handle this extra work.
In our experience, no matter what sector or type of contract you are dealing with, the nature of our approach does not change. We treat every project as the most important priority we have, and apply our analysis and eye for detail to mitigate risk. We are strongly focused on results – getting the deal done for our client in the most favourable and commercially feasible way.
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Advised an international bank on issues arising from the cancellation of a trade credit facility, assignment of a related insurance claim and pursuing assets of the borrowers (oil traders) in various jurisdictions across the world, including England, Singapore and Belize.
Representation of Asian governmental energy entity in Coronavirus related advice regarding current portfolio of charter parties.
Representation of major international LNG supplier in Coronavirus related advice on Indian customs regulations regarding presence of armed guards and piracy prevention personnel, off hire and risk assessment.
Representation of major Central European Energy Company in relation to a failure to load at a North African LNG terminal. The issue was successfully resolved with the client being “kept whole” and the terms of loading and delivery of the cargo re-negotiated.
Representation of a major US oil refinery in relation to disputes under their shipping contracts during the COVID-19 crisis. The dispute related to delays under a bespoke charterparty.
Legal advice to a major petroleum product importer in a dispute relating to out of specification oil products
Advised a Norwegian chartering company, as borrowers, in relation to an alleged default under a trade finance loan agreement. Client’s financiers commenced the claim in the High Court of England of Wales, seeking approximately US$1.5m.
Acted for the runoff company of a large state insurer as the re-insured in a reinsurance coverage dispute concerning liquidators’ expense insurance with a leading international reinsurer.
Advised a P&I Club on the International Group of P&I Clubs Pooling Agreement and reviewed various shipping related contracts for P&I cover.
Acted for a UAE steel trading company in relation to a shareholder’s rights and alleged misappropriation of company funds.
Advised major LNG chartering company on midterm charter parties with multinational oil trading company.
Advised the runoff company of a large state insurer in relation to a fraudulent non-disclosure indemnity dispute which was multi-layered, complex, with a financial advisory company seeking indemnity for over 300 claims made against its various financial/investment advisers.
Advised an Italian coal trader relating to the failure of their counter-party to pay under a letter of credit on the basis of alleged fraudulent conduct. This matter involved Singapore anti-suit and arbitration proceedings, Karachi court proceedings and Zurich proceedings against the confirming bank.
Representation of a Mexican entity in the digital marketing industry in negotiations with a major company in the business of co-working spaces on the anticipated termination of a co-working services agreement.
Preparation of bespoke template charterparty documents for vessel owners in the LNG industry. Advising on the terms of ShellLNGTime 1 and ShellLNGTime 2 to provide a comprehensive template/standard form document at an appropriate risk level for clients.
Advised an Asian governmental energy entity in relation to its insurance requirements for the import, trading and transportation of LNG
Representation of major international LNG supplier and charterer in drafting and negotiating long term charters for four new-build LNG carriers.
Advised Italian shipowner on sanctions related to trade in South and Middle America.
Advised major European shipping company on the provision of an insurance product in England, Australia and the United States.
Legal advice to a major petroleum product importer relating to out of specification oil products
Advised on and drafted protective clauses for a major US oil refinery in relation to risk under their shipping contracts during the Covid-19 crisis.
Negotiated and drafted multi-million-dollar offshore services contract on behalf of vessel-owner client.
Acted for an oil and gas company on proceedings in the High Court against its COO and his related companies for receipt of alleged secret commissions. Worldwide freezing orders were obtained to the value of approx US$25m.
Advised client shipowner on various cabotage issues in multiple jurisdictions.
Representation of major international LNG supplier in negotiations of several charter parties with Indian oil corporation.
Advised Skandinavian shipowner regarding informal arrest of vessel in Venezuela on claims of “stolen cargo” valued at several million USD.
Advising Mexican subsidiary of a major Austrian group in the oil drilling industry on its day-to-day corporate and employment issues, including the drafting and reviewing of master sales agreements that contain provisions stipulating specific timeframes and transportation information for delivery and return of rental equipment, as well as other complex commercial contracts.
Acted for a major off-shore oil drilling company in relation to a contractual dispute in the Gulf. The case involved questions of repudiatory breach and late delivery of equipment.
Advised on the commissioning and commercial start-up of a Floating Liquefaction Unit and Floating Storage Unit in West Africa for the sole off-taker trader. Various operational issues arose with significant commercial impact. Required regular advice and draft messages to protect contractual positions and resolve the issues.
Drafted and negotiated a 20-year Sale and Purchase Agreement and associated logistics agreements for a leading trading company for volumes of liquefied helium produced in the Siberian region of Russia which involved containerised carriage by road and sea.
Representation of major LNG supplier on a 15-year Gas Sales Agreement and Terminal Use Agreement for supply of LNG/natural gas in West Africa The project involved intense time pressure; technical and contractual complexity with a Floating Storage Unit and a Floating Regasification Unit and the trader client retaining title to the LNG/gas during the regasification process; local legal requirements; and inherent political and regulatory risk.
Drafted a Construction Contract for a Floating Storage and Regasification Unit together with the associated Technical Services Agreement, the Ship Management Agreement and Charterparty on behalf of a trading company for an important strategic project in Russian territorial waters.
With Luke on the move this week, Calum drafted in his compatriot Leo Rees-Murphy to discuss the recent Supreme Court decision in Philipp v Barclays.
Case by Case – episode 70: Captured in Time
We are back this week with an interesting shipping case. Just as we become podcaster septuagenarians.
I could open this with a profound question like, “what is the meaning of time?”
But this is a more concrete question about whether breach of a vessel hull cleaning clause was intended to create a debt claim for hire post-charter or damages claim.
Case by Case – episode 69: From Gadani to the Garage
If you are on holidays and hire a car, then you will agree with the car hire company where that car needs to be redelivered. If you drop it off somewhere not agreed, then there will be a cost charged.
We’re talking about the same kind of thing here.
This week Luke and Calum discuss English Court of Appeal case FIMBank PLC v KCH Shipping Co Ltd (“The Giant Ace”) [2023] EWCA Civ 569.
This is a good one. All about whether a claim for misdelivery arising after discharge of the goods from the vessel is time barred or not. Hague Rules versus Hague Visby Rules… Is there a big difference between the two versions of the Convention on the application of the one year time bar to post-discharge misdelivery claims? The court states that it found the “bull’s eye” in the travaux préparatoires reaching its decision… We ask, with respect, did it really?
This week Luke and Calum discuss the English Court of Appeal case of Unicredit Bank AG v Euronav NV [2023] EWCA Civ 471.
This is a fascinating case that gets into the heart of the status of paper bills of lading. It highlights the dangers for banks in relying on paper bills, where the charterparty allows for novation of the charterparty and delivery against a letter of indemnity from charterers.
Case by Case – episode 64: In the Bunker(s)
What are bunkers? Fuel on ships. You know when you hire a rental car and it comes with a full tank… and you need to choose whether to give the car back with a full tank (having filled up yourself) or you pay the top up amount at the rental company’s price? Well, we are talking about something similar here. Ships don’t usually get delivered, or redelivered, on time charters with full tanks. But how do you deal with the bunkers? Here we look at what formula should apply to work out how much the charterers (ie. the renters) need to pay the owners (ie. the rental company) for the fuel on redelivery. It’s a neat one that deals with when charterers redeliver too much ! Remember the price of fuel fluctuates regularly and we’re not talking about the mere cost of filling up a car…
Citation is LMLN London Arbitration 3/23.
We go back to the moment when everyone knew what shipping lawyers dealt with. The Ever Given blocked the Suez Canal in March 2021. Luke and Calum remember it like yesterday.
Schäfer (panelist), “For the Avoidance of Doubt: Misrepresentation and Avoidance Under the CISG“, Annual MAA International Commercial Law & Arbitration Conference, 31.03.2023.
In this week’s episode, Luke and Calum discuss English Commercial Court case Anron Bunkering DMCC v Glencore Energy UK Ltd [2023] EWHC 295 (Comm). Commodity sales contract dispute between buyer and seller. Seller paid significant sums but not the full price. Buyer received those sums and discharged much, but not all, of the cargo.
We are thrilled to announce the latest growth at our law firm with the addition of three exceptional legal minds to our London office.
The German DIE ZEIT & ZEIT ONLINE published an article discussing Austria’s current gas sourcing, being still highly dependent on Russian supply.
We are absolutely delighted to announce the upcoming promotion of Calum Cheyne to Partner with the firm, effective 1 January 2023.
Our team comprising LNG expert Damon Thompson along with Zach Barger from the US office team and Andriy Shalennyy is proud to have supported EnBW Energie Baden-Württemberg AG in its recent negotiations with Venture Global LNG in relation to two Sales and Purchase Agreements for 1.5 MTPA of LNG from Venture Global’s Plaquemines and CP2 facilities.
![Geoquip Marine Operations AG v Tower Resources Cameroon SA and another [2022] EWHC 531 (Comm) | ZFZ Postcard Cases](https://www.zeilerfloydzad.com/wp-content/uploads/2020/08/image-postcard-300x218.png)
The claimant (“Geoquip”) entered into a contract (the “Contract”) with the first defendant (“Tower Cameroon”) for Geoquip to provide offshore geotechnical investigation services for Tower Cameroon.
Linde Verlag just released their new cutting edge smart contract maker for human resources management.
We’re delighted to welcome Richard Murray to our London office!
Partner Edward Floyd had the honor this week of briefing a great group from the US intel community on the interrelation between maritime law and national security.
“Free Trade Agreements and European Integration of SEE Countries”, Faculty of Law University of Belgrade
Master’s Program, Jean Monnet Project (sponsored by European Commission)
21 and 22 March 2020
It has been widely reported that LNG receivers in China have recently declared force majeure on LNG contracts due to disruptions caused by the 2019 novel coronavirus (2019-nCoV) which has now been given the official name COVID-19 (“novel coronavirus”). This was done after force majeure certificates were issued from the China Council for the Promotion of International Trade (“CCPIT”), with the approval of China’s Ministry of Commerce.
