Degroma Trading v Dreter 2 Ltd: Commercial Court blocks deceit claim against ship manager IMC

The Commercial Court has set aside an order permitting two shipowning claimants to serve deceit proceedings on a Panama-incorporated ship management company out of the jurisdiction, ruling both that the underlying case against it lacked a serious issue to be tried and that the original application was not fairly presented to the judge who granted it.

Mr Justice Bright's judgement concerned linked claims brought by Degroma Trading Inc and Neriman Associates S.A., Turkish special purpose vehicles that had owned two vessels, the Diamond-T and the Ruby-T, before selling and leasing them back under bareboat charters financed by Maritime Assets Partners. The charters were terminated in January 2024 amid allegations that the claimants had traded the vessels in breach of sanctions. Although the claimants paid the sums due to recover title, the vessels' owners, referred to in the judgement as the Dreter Defendants, refused to transfer title back, citing objections from US and Maltese authorities, and instead sold the vessels on to separate entities.

The claimants brought deceit proceedings against the Dreter Defendants over an email from their solicitors stating that title would transfer upon payment, and later sought to join Interunity Management Corporation S.A. (IMC), a long-established technical ship manager, as second defendant, alleging IMC exercised indirect or de facto control over the Dreter Defendants' new corporate owner, Ocean Chem, and was its true ultimate beneficial owner. Permission to serve IMC out of the jurisdiction was granted by Mr Justice Waksman in May 2026 on the basis that IMC was a necessary and proper party to the claim.

Mr Justice Bright's review of that permission concentrated on whether the claimants could show a serious issue to be tried on IMC's alleged control. He found that Ocean Chem's formally recorded owner, Alexandra Mangos, a sibling of two men connected to IMC, had personally signed statutory beneficial ownership notices in Malta, and that the Dreter Defendants' US lawyers had separately told American sanctions authorities that she was the ultimate beneficial owner. Applying the established test for inferences of dishonesty, the judge held that the natural inference from a sibling relationship was one of family goodwill rather than control, and that none of the circumstantial matters relied upon, including references in correspondence to "IMC" and "the Interunity team", displaced that starting point given the documentary evidence pointing the other way. The claim against IMC therefore failed at the earliest stage.

The judgement was equally critical of how the case had been presented to Mr Justice Waksman. The beneficial ownership notices had not been shown to him at all, and when he asked about the evidence on ownership, he was told, incorrectly, that the position was deliberately undocumented. The US lawyers' email naming Alexandra Mangos as beneficial owner had been placed before him but framed in a way that obscured its plain meaning, and the informal, non-hierarchical nature of the so-called "Interunity Group" had not been properly explained, leading the judge to conclude, wrongly, that there had to be a holding company sitting above the corporate structure.

Mr Justice Bright accordingly set aside the order for service out and rejoinder of IMC on both grounds, and used the judgement to reiterate the importance of the full and frank disclosure duty on without notice applications, recommending that practitioners structure their evidence around the checklist in Appendix 9 to the Commercial Court Guide, a discipline he said he intends to raise with colleagues in the Commercial Court.