制裁暴露的“真正风险”门槛：加泰罗尼亚海上诉法院

The Court of Appeal in The Catalan Sea 9 June 2026 On 22 May 2026, the Court of Appeal handed down its judgment in Tonzip Maritime (Singapore)Pte Ltd v. 2 Rivers Pte Ltd (The Catalan Sea), allowing the owners’ appeal and clarifying theevidential threshold that a charterparty sanctions clause imposes when it permits the refusal of The charterers responded with a letter on Neftisa’s headedpaper stating that Mr. Gutseriev was neither a board membernor the controlling person of the company, together withlegal opinions from two international firms to the sameeffect; the charterers then purported to cancel the charter,and the owners terminated for repudiation on the same day.At first instance, the Commercial Court accepted that the Background The dispute arose from a voyage charter dated 5 November2021 for the carriage of a cargo of crude oil from the RussianBaltic ports of Ust-Luga and Primorsk to Aliağa in Turkey.The charter incorporated an amended sanctions clauseunder which the owners were not obliged to comply withemployment orders that, in their reasonable judgment, wereprohibited by sanctions or would “expose the owners, thevessel or its managers, crew, the vessel’s insurers or reinsurersto sanctions”, and under which the charterers warranted that The decision The Court of Appeal upheld the construction adopted bythe Commercial Court but reversed its application to thefacts. On construction, the Court of Appeal confirmed thatto “expose” a party to sanctions means to put that party atrisk of sanctions, so that a real risk or serious possibility of The owners’ screening through a commercial sanctionsdatabase recorded Neftisa as “associated to sanctionedindividual” and identified Mr. Gutseriev as an indirect owner That reading placed the clause within the line of authorityon charterparty risk clauses exemplified byPacific BasinIHX Ltd v. Bulkhandling Handymax AS(The Triton Lark), inwhich a comparable formulation directed to war risks wasconstrued as requiring “a real likelihood, in the sense of a real The reversal turned not on construction but on the questionthe trial judge had asked of the facts. The clause importedan objective standard: the owners were required to reach,in good faith and after such enquiries as were reasonable,a judgment that was objectively reasonable, and merespeculation would not suffice. The Court of Appeal held thatthe judge had misdirected himself in two related respects.Firstly, he had drawn on the ownership-and-control caselaw decided under the sanctions regulations, to require Ownership and control The decision’s wider significance lies in the methodology itendorses for assessing whether a nondesignated entity isin truth owned or controlled by a designated person. Boththe European Union and the UK treat divestments executedclose in time to a designation as a recognised indicator ofevasion. The National Crime Agency (NCA) and the Officeof Financial Sanctions Implementation (OFSI), in a red alerton sanctions-evasion typologies published on 12 July 2022,identified changes to corporate ownership that reduce adesignated person’s stake below the relevant thresholdshortly before or after designation, particularly transfers tofamily members on non-arm’s-length terms, as a principal red Applying the correct question, the Court of Appealidentified a series of factors that, taken together, werecapable of grounding an objectively reasonable judgmentof a real risk of sanctions exposure. A very substantialinterest had been transferred to a family member after theEuropean designation; there was no information as to theconsideration given for it; the screening database carriedan express “associated to sanctioned individual” flag; andcontemporaneous press reporting relied on by the charterers The case law on the control limb sharpens the point. InMints v. PJSC National Bank Trust, the Court of Appeal held,in observations not strictly necessary to its decision, thatthe statutory control test contains no limit on the meansor mechanism by which a designated person may “call the Against that, precedent holds that speculation as to adesignated person’s continued control of a nondesignatedentity does not establish such control in fact. The Court ofAppeal inThe Catalan Seadrew the two lines together:the trial judge had erred precisely by importing the actual- Parties adopting the objective-test architecture of the Balticand International Maritime Council (BIMCO) sanctions clausesof 2020 should appreciate that, in removing the discretionary“reasonable judgment” formula of the earlier forms, this Three developments would change the analysis. The breadthof the control test inMintsmay yet be narrowed, whetherby the Supreme Court or by amendment of the regulations,in which case what counts as a real risk would requirereassessment; the Court of Appeal inThe Catalan Seafoundit unnecessary to rule on the relevance of the European listingdecisions, leaving that interaction open. The annulments of