Oceanbulk Shipping & Trading SA v TMT Asia Ltd

TMT and Oceanbulk had reached a written settlement agreement after a dispute over a series of freight forward contracts, but then disagreed about what the settlement meant as well. They had been in "without prejudice" negotiations. 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 Supreme Court held there should be an exception to the "without prejudice" rule for facts communicated between the parties in the course of "without prejudice" negotiations, where such facts would assist the court to construe an agreement that resulted from the negotiations.

• English contract law