The High Court has ordered GTLK Malta Four Limited to give effect to Pola Logistics Limited’s purchase options for three tugboats and two barges leased to the company, after finding that damages would not be an adequate remedy. The order does not authorise the transfer under sanctions rules; that remains a matter for the Central Bank of Ireland (CBI).
In a judgment delivered on 25 August 2022, Mr Justice Mark Sanfey said Pola had exercised its contractual options and that the defendants had not opposed the orders. The purchase options covered five vessels used for bauxite transhipment in Guinea. Two floating cranes were also leased to Pola, but no relief concerning those cranes was sought in this application.
Pola said it needed to complete the purchases urgently because sanctions affecting GTLK Europe DAC, the first defendant and parent of GTLK Malta Four, threatened its ability to keep using the vessels. The company said the vessels were essential to its work under a 10-year transhipment contract and that losing their use could threaten its business. It also argued that damages would not adequately address the risk to its operations or the value of lease payments already made.
The court noted that the defendants had told it they did not object to its jurisdiction or the orders sought, and would comply insofar as possible. It accepted that the court could grant summary relief in plenary proceedings in an appropriate case. The judge also found that the charter’s London arbitration clause did not prevent the case proceeding because the defendants did not seek to enforce it.
The options were exercised by notices sent on 10 August, with delivery requested for 9 September. Although the charters provided for 30 days’ notice, the judge treated the defendants’ stated willingness to comply and their agreement to the prices as consent to shorten that period. The total price for the five vessels was approximately US$15.8 million, based on Pola’s calculation for a proposed sale date of 30 August, which the defendants accepted as correct.
The judge said the order was based on the parties’ private contractual arrangements. Pola had accepted that it must separately apply to the CBI for authorisation under the EU sanctions regulation, and that the vessels could not be transferred without that authorisation. The court expressed no view on how the CBI should decide that application. The CBI did not contest Pola’s court application and reserved its position pending the separate process.
The judgment records that, after further submissions, the court made orders giving effect to the purchase options in this and three related proceedings. It does not set out the detailed terms of the orders in this case.