If a hold’s readiness to receive cargo has been rejected, Charterers are required to take reasonable steps to organise, or cooperate in organising, a reinspection without undue delay once Owners have rectified matters, according to London Arbitration 15/25. Otherwise, Owners would be “at the mercy of” Charterers’ and shippers’ inaction, explains CJC Associate Giulia Morelli.
London Arbitration 15/25 considered Charterers’ obligations to reinspect following a failure of a vessel’s holds. Since the Synacomex scheme requires both rejection and acceptance to come from surveyors acting on Charterers’ side of the fence, the Tribunal held that Charterers were subject to an implied obligation to take reasonable steps — exercising due diligence — to organise or cooperate in organising a timely reinspection. Otherwise, Owners would be left “at the mercy” of Charterers during a period when laytime is suspended.
Factual background
The dispute arose under a voyage charterparty on an amended Synacomex form for the carriage of 30,000 mt of wheat from a Baltic Sea load port to North Africa.
Clause 8 of the charterparty entitled Charterers /shippers, or their agents, to inspect the vessel’s holds and to reject readiness where the holds were not “clean, dry, odourless and in all respects ready to receive the cargo.” It further provided that, where rejection was confirmed, laytime would only commence once the vessel had validly re-tendered NOR upon becoming ready.
In addition, clause 43 required that the holds be suitable to load the cargo “to Charterers’ independent surveyors’ satisfaction.”
The vessel arrived at the load port roads on 14 February and tendered NOR while awaiting berth. The berth was occupied, but the charter permitted NOR to be tendered from the customary waiting place.
On 16 February, a shipper‑appointed surveyor attended on board between 09:20 and 10:30 and rejected the vessel’s holds.
The vessel’s agents reported the above to the Owners on the same day as well as that the estimated date of berthing was not before 23 February.
Owners cleaned the holds and on Saturday 17 February at 09:00 notified Charterers and agents that the vessel was ready for reinspection. They sought confirmation of surveyor attendance, but no reinspection was arranged. On Sunday afternoon, the agents advised they would “revert on Monday,” indicating no weekend availability.
Exchanges followed as to whose responsibility it was to progress the matter: Charterers maintained that re-inspections were an Owners’ matter. Owners contended that, since the original rejection had been effected through surveyors operating on Charterers/shippers side, then also the responsibility for arranging a further inspection had to fall on them.
Reinspection ultimately took place on Tuesday 20 February between 13:45 and 14:30. The holds passed and NOR was re‑tendered at 14:30.
The vessel berthed on 23 February at 22:30. Loading commenced on 26 February at 09:00 and completed on 28 February.
The dispute
The issue was whether time should count between when reinspection was reasonably practicable and when it actually occurred.
Owners claimed USD 42,426.96 (or USD 40,702.48 if weekend inspection was not possible), arguing Charterers were under an implied obligation to procure or facilitate prompt reinspection once the holds were ready.
Charterers denied any such obligation and said time could only recommence upon actual acceptance following reinspection.
- Responsibility for arranging re-inspection
Owners argued that Charterers were under an implied obligation to arrange – or at least to cooperate in arranging – the reinspection of the holds promptly once Owners had remedied the hold deficiencies.
In support of their argument, Owners referred to Pan Ocean Co Ltd v Daelim Corporation [2023] 1 Lloyd’s Rep 548. Here, following Charterers’ rejection of readiness, the Arbitration Tribunal implied a term requiring Charterers to procure re-inspection without delay once defects had been remedied. The Tribunal’s reasoning was anchored in business efficacy: absent such an implied obligation, Charterers could control when time restarted by delaying the very re-inspection mechanism they had invoked, producing an uncommercial allocation of risk. On appeal, however, the Commercial Court adopted a more restrained approach to implication, treating the Tribunal’s formulation as going too far and recognising, at most, an obligation of reasonable cooperation/diligence in facilitating re-inspection rather than a strict duty to procure it immediately.
Owners sought to rely on the Tribunal formulation, arguing that — given re-inspection fell to be carried out by “Charterers’ independent surveyors” under clause 43, responsibility for the inspection regime lay squarely with Charterers and the implied obligation was therefore strict and unilateral.
Charterers denied the existence of the implied term and argued it was not necessary to make the charterparty commercially workable, maintaining that Owners could in any event arrange re-inspection themselves; they also disputed that the relevant surveyors were properly “Charterers’ independent surveyors” and denied that clauses 8 and 43 had to be read together in a way that placed responsibility on Charterers.
Alternatively, if any implied obligation arose, Charterers argued that it could extend no further than reasonable diligence to facilitate re-inspection without undue delay.
On the facts, they relied on the evidence that surveyors were not available over the weekend and that the re-inspection was ultimately arranged through Owners’ agents in the same manner as the original inspection, with NOR re-tendered within a reasonable time thereafter.
- Could reinspection have taken place earlier?
Owners argued, and submitted evidence, that surveyors could have been sent over during the weekend (17–18 Feb) or at least early on Monday 19 February, so that laytime would have resumed from then. They noted the surveyors later completed inspection in just over an hour, suggesting a Monday morning slot was feasible. Charterers replied that laytime could only resume when the vessel actually passed reinspection and NOR was retendered, i.e. 14:30 on 20 February. They insisted Owners had not proved earlier attendance was practicable.
Judgment
The Tribunal held that inspection of the holds was a “privilege” shared by the Charterers and the shippers. In the Tribunal’s words, clause 8 “placed the shippers and Charterers together on the same side of the fence”.
The clause said nothing about who had to organise inspection; it merely suspended laytime until acceptance. Clause 43 similarly identified whose satisfaction was needed but not how to summon the surveyor. The Tribunal held that clause 43 effectively “filled the gap” by providing the agreed method of ascertaining readiness – i.e. inspection to the Charterers’ surveyors’ satisfaction.
Since rejection of the holds by the Charterers relied on the shipper-appointed surveyor findings, any later acceptance would have had to come from that “same side of the fence” – namely, from the shippers/Charterers.
However, while the charterparty provided the mechanism for rejection and required that readiness be confirmed to the satisfaction of Charterers’ independent surveyors, it was silent as to how any subsequent reinspection was to be arranged. This created a practical gap: in circumstances where berthing was already delayed, as in this case, Charterers and Shippers would have little commercial incentive to progress reinspections promptly, leaving Owners exposed to delay outside their control.
As such, the Tribunal found that an implied term existed, thereby requiring Charterers to take reasonable steps to organise, or cooperate in organising, a reinspection without undue delay. This was necessary for commercial coherence; otherwise, Owners would be “at the mercy of” Charterers’ and shippers’ inaction.
Importantly, the Tribunal did not impose a strict duty. Rather, Charterers were obliged to exercise due diligence within practical limits. Once Owners declared the holds ready on 17 February, Charterers had to organise reinspection “within the bounds of practicality”. If it was impracticable to arrange surveyors over the weekend, then realistically it would have to wait until Monday morning.
Lastly, the Tribunal found that Owners had not proved surveyor attendance on the weekend was realistic. The agents had asked the surveyors if a weekend inspection was possible, and the surveyors replied that they needed to check – four days passed before they said, “we are happy to cover”. With no urgency (no imminent berth), and with no prior notice given, it was “probably not reasonable” to expect a surveyor to be available on Saturday/Sunday. Accordingly, the Tribunal held that a reinspection could not have been carried out during the weekend.
The Tribunal reconstructed when reinspection should have happened under the implied duty. It accepted that if Monday morning arrangements had mirrored the actual Tuesday effort, the hold inspection could have been complete by around 14.30 on Monday 19 February. Thus, laytime was treated as restarting from that point.
The Tribunal held that Owners’ demurrage claim succeeded, however the amount was reduced to USD 39,780.09.
Commentary
This case underscores that inspection privileges come with practical obligations. Where Charterers exercise a right to reject readiness through surveyors and acceptance depends on surveyor approval, Charterers cannot simply sit idle once deficiencies are fixed. Even a surveyor “appointed by the shippers” must be treated as acting for the Charterers, meaning Charterers have an implied duty to help get the vessel reinspected.
An implied cooperation clause was required so Owners are not indefinitely penalised by Charterers’ delays. In practice, parties may prefer to spell out who arranges a re-inspection (and within what timeframe) rather than leave it to implication.
The case also highlights the evidentiary hurdle: assertions that inspectors could have attended on a weekend or immediately on Monday need contemporaneous support. Here, without proof of actual availability or urgency, the Tribunal would not accept that reinspection could have happened before Tuesday.