Can a claimant invoke the doctrine of the undisclosed principal to bind a foreign defendant to a contract that expressly warrants that defendant’s non-existence? In White Rock Corporation Ltd v Middle Volga Shipping Company [2025] EWHC 2089 (Comm), the High Court gave a resounding no. The decision serves as a trenchant affirmation that the identity of a contracting party is a matter of construction, as well as presumption, particularly where sanctions clauses define the commercial reality of the bargain.
The Claimant, White Rock (the Charterers), brought a US$12.6 million claim for wrongful withdrawal of vessels under a time charterparty. The claim targeted two defendants: Middle Volga, a Russian registered owner, and North Global, a Turkish company named as “Disponent Owner”. Seeking to anchor the claim against the Russian entity in London, White Rock contended that North Global had acted merely as an agent for Middle Volga, the alleged undisclosed principal. Middle Volga challenged the jurisdiction, denying it was a party to the contract.
Mr Peter MacDonald Eggers KC (sitting as a Deputy Judge of the High Court) upheld the challenge. He ruled that the Claimant had failed to establish the requisite “good arguable case” that Middle Volga was the true principal.
The Undisclosed Principal Doctrine
The judgment reinforces the heavy evidentiary burden facing any party seeking to look behind the face of a written contract. The Deputy Judge grounded his analysis in the “strong presumption” identified by Leggatt J (as he then was) in The Magellan Spirit [2016] EWHC 454 (Comm) where a party signs a contract in their own name, they are prima facie the principal (at [80]). This conclusion aligns with the line of authority traceable to Humble v Hunter (1848), which established that the doctrine of the undisclosed principal cannot be invoked where it would contradict the express description of the parties in the written instrument.
This presumption is not merely a procedural hurdle; it is a substantive bulwark of commercial certainty. In the faceless world of international shipping, where counterparties frequently transact at arm’s length without meeting, the written instrument is the sole repository of the bargain. As the Court observed, displacing the named party requires “convincing proof” that they were authorised to, and did in fact, act as an agent (at [80]). To hold otherwise would be to invite commercial chaos, allowing parties to evade liability or manufacture jurisdiction by retrospectively attributing the contract to a shadow entity.
The “Russia Clause” and Russian shadow fleet
However, the most interesting aspect of the decision lies in its treatment of the “sanctions warranty” as a tool of construction. The charterparty contained an express warranty: “Owners Confirm that The Vessels Has No Connection with Russia ...”.
White Rock’s submission - that Middle Volga (a Russian entity) was the true “Owner” - entailed a fatal paradox. It required the Court to construe the contract in a manner that rendered it self-contradictory. If Middle Volga were the undisclosed principal, the warranty of “no Russian connection” would have been breached at the exact moment of its formation.
The Court rightly recoiled from such a construction. Adopting an objective approach, the Judge reasoned that rational commercial parties could not have intended to contract with a Russian principal while simultaneously warranting that no such link existed (at [86]). The “Russia Clause” thus functioned not only as a performance obligation but as an identifier of the counterparty. The doctrine of the undisclosed principal cannot be used to contradict the express terms of the agreement.
