Oceanbulk Shipping & Trading SA v TMT Asia Ltd [2010] UKSC 44 is an English contract law case concerning the interpretation of contracts, raised on appeal from a Commercial Court hearing in 2009.
At a point when TMT owed Oceanbulk a significant amount of money, they negotiated a written settlement agreement, but in September 2008 a dispute arose over the construction of the settlement agreement.
TMT argued that, as an exception to the rule excluding "without prejudice" negotiations from consideration, exchanges could be taken into account if they would ordinarily be admissible as part of the factual matrix or circumstances in construction of an agreement.
The Court of Appeal held by a majority ruling in February 2010 that it was more important for justice to preserve the "without prejudice" rule than to allow the court to use without-prejudice "background facts" in interpreting an agreement.
[3]The Court of Appeal explored the impact of the "interpretation exception" and the duty of the court to protect "without-prejudice" statements where it can, in its ruling in the case of Berkeley Square Holdings Ltd and others v Lancer Property Asset Management Ltd and others in 2021.