High Court Confirms Invalid Notice Of Readiness Cannot Trigger Laytime Under Voyage Charterparties

The High Court has clarified when laytime can commence and the consequences of serving an invalid Notice of Readiness under a voyage charterparty.

Summary

In Trans Trade Rk SA v Sebat Shipping and Trading Company [2026] EWHC 950 (Comm), the High Court reaffirmed the importance of serving a valid Notice of Readiness (NOR) under a voyage charterparty.

The Court confirmed that an invalid NOR, served before a vessel has “arrived” at its contractual destination and is ready to discharge, cannot start the running of laytime. Laytime will not begin without a valid NOR, unless the parties have agreed otherwise or conducted themselves on the basis that the NOR was valid, whether by waiver or estoppel.

The decision provides useful guidance for shipowners seeking to protect demurrage claims and for charterers assessing whether laytime has started to run.

Background to the Dispute

The dispute arose from a voyage charterparty dated 9 April 2022. The Sebat (the “Vessel”) was loaded with 14,756.96 metric tons of barley (“the Cargo”) at Constanta, Romania. On 10 May 2022, the Vessel proceeded to Brake pilot station (Germany) and a NOR was tendered by the master at 1000hours. No further NOR was tendered. As the master had tendered the NOR before the Vessel was “arrived”,

the Tribunal held the NOR was invalid.

However, the Tribunal agreed with Owners that laytime commenced on the opening of the hatches for discharge, as charterers had been deemed to waive their rights under a “deemed waiver” as per the Happy Day 2002 EWCA Civ 1068. The Tribunal therefore upheld the Owners’ demurrage claim in the sum of $840,017.19

The matter was appealed to the High Court under section 69 of the Arbitration Act 1996, on a point of law.

Key Legal Issues Before the Court

• Where the owners of a Vessel under a voyage charterparty fail to serve a valid NOR at a load or discharge port, and there is no agreement, waiver or estoppel treating the NOR as valid, when does laytime start to run, if at all,
• On the facts of this case, when did laytime start to run at Brake?

High Court Decision on Invalid NORs and Laytime

The Owners’ argument was that the charterers had deemed to waive their rights under a “deemed waiver”. Their view was that the charterers’ involvement in cargo operations at discharge was sufficient to amount to waiver.

The High Court disagreed and stated that there is no freestanding doctrine of “deemed waiver” which is distinct from actual waiver or estoppel.

In summary, a waiver requires clear and unambiguous conduct, whereby there must be knowledge of the NORs invalidity. In this case, as charterers were unaware that the NOR was invalid, they could not have been deemed to waive their rights on discharge and therefore were not liable to pay demurrage.

What Does This Mean for Shipowners?

• Failure to comply with the technicalities of a valid NOR may lead to a loss of a demurrage claim because courts will strictly oversee any such requirements.
• Commencing loading/discharge, even if it was at charterers’ request, will not automatically start laytime if the NOR was invalid.
• Owners cannot easily rely on waivers, unless there is clear, unequivocal evidence that charterers knew of the defect/invalid NOR and regardless treated it as valid.
• If you are unsure if the NOR was valid, re-tender and continue to re-tender until you are sure the Vessel is an “arrived” ship. This will protect demurrage claims.
• Make sure you re-tender without prejudice to the validity of any previous NORs.
• In addition, or alternatively, on service of a NOR, owners should expressly ask charterers to acknowledge receipt and confirm they accept the NORs validity. The owners should state, absent a reply, it will be deemed that the charterers accepted the NOR as valid.

This decision serves as a reminder of the importance of complying with contractual notice requirements and maintaining careful records when dealing with laytime and demurrage issues under voyage charterparties.

Frequently Asked Questions

Can an invalid Notice of Readiness start laytime?

No. The High Court confirmed that an invalid NOR cannot start laytime running unless there is an agreement between the parties, a valid waiver, or an estoppel.

Does cargo discharge amount to acceptance of an invalid NOR?

Not automatically. The Court rejected the argument that charterers had waived their rights simply by participating in cargo operations.

How can owners protect a demurrage claim?

Owners should ensure NORs are validly tendered and, where there is any doubt, re-tender the NOR once the vessel has become an arrived ship.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.