Paying the price: Supreme Court rejects "deemed fulfilment" principle

Our team has written a briefing discussing the Supreme Court’s decision in King Crude Carriers SA & Ors v Ridgebury November LLC & Ors [2025] UKSC 39. This ruling overturned the Court of Appeal and held that the claimant sellers (the "Sellers") were not entitled to claim the deposits promised under sale contracts as a debt, despite the defendant buyers’ breach of contract which had resulted in the non-fulfilment of a condition precedent to the payment of the deposits. The Sellers’ remedy therefore lay in damages for breach of contract, and not a debt claim by way of “deemed fulfilment”.  

Key points:

• The Sellers could not bypass the conditions precedent on the basis of a principle of “deemed fulfilment” or on the basis of contractual interpretation or implied terms.

• There is no general presumption under English law that a party cannot take advantage of its own wrong, which is a maxim that only applies in specific circumstances such as where a party is in breach and seeks to claim a benefit.
• The right to the deposit accrues only when all agreed preconditions are satisfied, unless otherwise stated in the contract.

You can read the full briefing here as part of our Legalseas series.