Maritime Legal Update – April 2026
“Indefinite” vs “Perpetual” – implications for
long-term contracts and ship design documentation
Zaha Hadid Ltd v The Zaha Hadid Foundation
[2026] EWCA Civ 192
(prepared
by Marek Czernis & Co. Law Office)
Firm note – involvement in the case
The Law
Office acted for one of the parties in the underlying matter, and the issues
discussed herein were subject to detailed contractual analysis.
The judgment
has significant implications for: long-term commercial agreements, shipbuilding
contracts, and licensing of ship design documentation.
1. Background
The case
concerned a licence agreement described as continuing “indefinitely”.
The key
issue was whether this meant: perpetual duration, or a contract without a fixed
end date but capable of termination.
2. Court of Appeal decision
The Court
held that: “indefinite” is not synonymous with “perpetual”
and that: the
agreement could be terminated, a right to terminate on reasonable notice could
be implied.
3. Implications for shipbuilding contracts
This is
highly relevant to shipbuilding and offshore contracts, where: long-term
arrangements are common, open-ended obligations frequently arise.
The
decision confirms that:
absence of
a defined term does not prevent termination.
4. Ship design documentation – key implications
4.1. What is ship design documentation?
It
includes: concept and basic design, detailed engineering drawings, class-approved
plans, system design documentation, digital models and technical data.
4.2. Legal significance
Rights to
such documentation are often governed by: licensing agreements, IP clauses, usage
restrictions.
4.3. Practical impact of the judgment
If such
agreements are: expressed to be “indefinite” but not “perpetual”,
they may be
terminated, potentially resulting in: loss of design usage rights, disruption
to construction or operation, significant financial and contractual
consequences.
5. Practical risks: termination of design licences, disputes
over IP rights, impact on financing
and project continuity.
6. Recommendations
Parties
should: clearly define contract duration, explicitly regulate termination
rights, secure ongoing design usage rights, address these issues in
shipbuilding contracts.
7. Conclusion
The
judgment clarifies a critical distinction in contract law with far-reaching
implications for maritime projects.
Given the
Law Office’s involvement in the matter, this issue should be treated as a
priority risk area in drafting and negotiating long-term maritime
agreements.
Final note – our publications
Further
insights are available at:
https://czernis.pl
https://www.linkedin.com/company/czernis