Invalid notices of readiness: Commercial Court reinforces strict compliance requirement for owners

Recently, in Trans Trade Rk SA v Sebat Shipping and Trading Company [2026] EWHC 950 (Comm), the Commercial Court confirmed that an invalid notice of readiness (NOR) does not trigger the running of laytime, even if cargo operations later commence, unless the defect is clearly and knowingly waived, or there is a specific agreement or estoppel to that effect.

Background

The dispute arose under a voyage charter. The owners claimed demurrage and succeeded in arbitration. The tribunal held that, although the NOR served by the owners was invalid (in that it was tendered at the pilot station rather than at the berth or anchorage, ie prematurely – albeit valid in form), laytime nevertheless began to run when cargo operations commenced.

Charterers appealed under section 69 of the Arbitration Act 1996, arguing that the tribunal had erred on a point of law.

The Commercial Court’s decision

The Commercial Court (Peter MacDonald Eggers KC, sitting as a Deputy Judge of the High Court) allowed the appeal and confirmed in unambiguous terms that:

• an invalid NOR tendered prematurely, ie before the vessel is an ‘arrived ship’ (meaning before the vessel has reached its contractual destination and/or is ready to discharge), cannot start laytime running; and
• laytime will not commence in the absence of a valid NOR unless:
  • the parties have agreed otherwise; or
  • the parties have conducted themselves on the basis that the notice is valid, whether by way of waiver or estoppel.

The court rejected the view that the commencement of cargo operations, without more, was sufficient to cure the invalidity of the NOR.

No ‘deemed waiver’

The owners argued that there exists a concept of ‘deemed waiver’, relying on paragraph 85 of Lord Justice Potter’s judgment in The Happy Day [2002] EWCA Civ 1068, and submitted that the charterers’ involvement in cargo operations was sufficient to amount to waiver.

The Commercial Court rejected that approach. While acknowledging that The Happy Day can give rise to interpretative uncertainty, the judge declined to lower the threshold for waiver, particularly in relation to the charterers’ knowledge. The court confirmed that there is no freestanding doctrine of ‘deemed waiver’ distinct from established principles of actual waiver or estoppel.

In practical terms, waiver requires clear and unequivocal conduct, undertaken with knowledge of the NOR’s invalidity. Absent of such knowledge, waiver will not be found.

This position was reaffirmed by reference to Scrutton on Charterparties (25th ed, 2024), which states:

‘Where an invalid notice of readiness is given, laytime may not begin even when the ship commences loading or unloading. It will only do so where there is waiver by or on behalf of the charterers of the invalidity, by accepting the notice with knowledge of the invalidity, or by loading or discharging with such knowledge and without reservation; or where there is otherwise a contractual variation or estoppel …’

Practical implications for owners

From an owners’ perspective, the decision highlights several key lessons:

• NOR discipline remains essential
  Courts will continue to strictly police the requirements for a valid NOR. Operational progress will not compensate for a defective notice.
• Do not assume cargo operations protect demurrage claims
  The commencement of loading or discharge, even at the charterers’ request, will not automatically trigger laytime if the NOR was invalid.
• Waiver is rare and hard to establish
  Owners will not be able to rely on waiver unless there is clear evidence that charterers knew of the defect and nevertheless treated the NOR as valid.
• When in doubt, re‑tender
  If there is any uncertainty as to the validity of an NOR, the safest course is to serve a fresh NOR once the vessel is clearly an arrived ship. This is often the simplest way to protect the owners’ laytime and demurrage position.

Conclusion

The decision in Trans Trade Rk SA v Sebat Shipping and Trading Company provides judicial clarification on the circumstances in which an invalid NOR may, or may not, trigger the commencement of laytime. In particular, it clarifies the limits of reliance on post‑NOR conduct and confirms the level of knowledge and clarity required for waiver or estoppel to arise.

For shipowners, the judgment underlines the importance of approaching NOR formalities with care and caution. While commercial operations often proceed at pace – sometimes encouraging the view that practical realities will prevail – this is not always borne out in law. Failure to comply strictly with the technical requirements of a valid NOR may ultimately lead to the loss of an otherwise well‑founded demurrage claim.

Ensuring that NORs are tendered at the correct time and place, and re‑tendered where there is any doubt as to validity, remains the safest way for owners to protect their laytime and demurrage position.