Ediola Shipping Ltd. v. Cefetra B.V.

At a glance

Parties

Ediola Shipping Ltd. (Majuro, Marshall Islands) v. Cefetra B.V. (Rotterdam)

Case no.

C/10/585135 / HA ZA 19-1017 (ECLI:NL:RBROT:2020:8780)

Court

Rechtbank Rotterdam (District Court of Rotterdam), Team handel en haven; single judge

Forum and rules

Dutch court proceedings; objection to jurisdiction based on a London arbitration clause (Article 1074 Dutch Code of Civil Procedure; New York Convention Article II)

Treaty

New York Convention 1958, Article II(1) and II(3)

Sector

Maritime carriage; agricultural commodities (soybean meal pellets)

Outcome

Cefetra's objection to jurisdiction and its request for a stay were rejected. The assigned unjust enrichment claim falls outside the arbitration clause, and the case continues in court.

Amount

Claimed in the main proceedings: EUR 92,265.23. The decision on the costs of the incidental proceedings was reserved.

The dispute

In or around April 2017, Ediola carried soybean meal pellets from Paranagua, Brazil, to Europe under bills of lading. The bills incorporated the English law and London arbitration clause (clause 58) of an NYPE time charter dated 7 April 2017 between Ediola and Cargill B.V./IPS. The cargo was delivered partly to Cefetra and partly to Amaggi Europe B.V. Amaggi said it had received more than 345.131 mt too little from hold 4, while Cefetra had received 308.6 mt too much from hold 1. By deed of 24 June 2019, Amaggi assigned its unjust enrichment claim against Cefetra to Ediola for EUR 70,000. Ediola then sued Cefetra in Rotterdam for EUR 92,265.23. Cefetra objected to the court's jurisdiction. It argued that the assigned claim fell within the arbitration clause in its bills of lading. Ediola answered that the clause did not extend to a claim of a third party acquired by assignment.

Key holdings

1. The court tests the objection under Article 1074 of the Dutch Code of Civil Procedure and also under Article II of the New York Convention, which can apply alongside or instead of it. Article 73(2) of the Brussels Ibis Regulation leaves the Convention unaffected. The court rejected Cefetra's argument that its review of the arbitration agreement should be only marginal. ¶¶ 5.2–5.4
2. The scope of the clause is a matter of construction under English law, following Rainy Sky v Kookmin Bank. The Fiona Trust 'one-stop' presumption does not apply where a party enforces rights assigned by a non-party. On this point the court followed Michael Wilson & Partners v Emmott [2018] EWCA Civ 51: an assignee is in no worse position than the assignor, and Amaggi itself was not bound by the clause. ¶¶ 5.11–5.14
3. The clause covers disputes between Ediola as carrier and Cefetra as bill of lading holder, such as delay, cargo damage and shortages. A non-contractual 'over-delivery' claim of another cargo receiver, assigned to the carrier, was not reasonably foreseeable when the clause was agreed. It is not a dispute arising out of the parties' relationship. ¶ 5.15
4. The wording of Article II(3) of the New York Convention also shows that the disputes must arise from a defined legal relationship between the parties to the arbitration agreement. The claim falls outside the clause, so the objection to jurisdiction is rejected. ¶¶ 5.16–5.18
5. Cefetra's alternative request to stay the case until arbitrators ruled on their own jurisdiction was rejected. Cefetra had not supported the request, and no arbitration was pending. The decision on costs was reserved. ¶¶ 5.19–6.3

Procedural history

1. 7 April 2017NYPE time charter concluded between Ediola and IPS, containing the London arbitration clause (clause 58).
2. 24 June 2019Amaggi assigns its unjust enrichment claim against Cefetra to Ediola. Cefetra is notified of the assignment on 25 June 2019.
3. 3 October 2019Ediola serves the writ of summons on Cefetra before the Rotterdam District Court.
4. 9 September 2020Judgment in the incidental proceedings: Cefetra's objection to jurisdiction and its request for a stay are rejected, and the case is listed for 21 October 2020 for Cefetra's statement of defence.

Tribunal, counsel and experts

Decided by

• P.A.M. van Schouwenburg-Laan Judge, Rechtbank Rotterdam

For the claimant

S.L. Haanschoten

For the respondent

V.R. Pool

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Keywords

• New York Convention Article II(3)
• scope of arbitration clause
• assignment of claim
• unjust enrichment
• bill of lading
• incorporation of charterparty arbitration clause
• NYPE time charter
• LMAA
• London arbitration
• Fiona Trust presumption
• Michael Wilson v Emmott
• English law construction
• Article 1074 Rv
• Brussels Ibis Regulation
• soybean meal
• cargo shortage
• Amaggi
• objection to jurisdiction

Summary generated with AI from the published documents — refer to the award for the authoritative text.