This is a civil appeal lodged by the appellant, Pesqueira Nacional Ltda, a Brazilian shipowning company, against a judgment handed down by the 7th Civil Court of the Comarca de Natal in favour of the appellee, A/S Dan-Bunkering Ltd, a foreign bunker supplier, ordering the appellant to pay the sum of USD 206,593.84, based on the quotation at the date of hiring the bunkers from the appellee.

The appellant denied liability on the basis that the alleged transaction was signed by the Spanish branch office of Pesqueira Nacional Ltda and not specifically by the appellant. The lower court rejected this argument, holding that the head office of the appellant, as well as its subsidiaries or branches, constituted the same legal entity, having a single patrimony that was answerable for the fulfilment of the obligations assumed by the corporate society (art 789 of the CPC) in an integral and solidary manner (art 275 of the CC), and that mere administrative decentralisation could not be used to exclude responsibility for the obligations assumed within the company. The lower court noted that this was especially the case with contracts normally entered into in the course of maritime commerce, whose objects are generally executed in a territory other than the one in which the agreement was signed, and usually with the intermediation or partnership of other legal entities of the same economic or commercial group. The lower court also pointed out that cl 3.2 of the bunker supply contract provided as follows:

If the purchase of Fuel Oil is contracted by an agent, operator or manager of a principal on behalf of the represented, each of these agents, operators, or managers will be bound and fully accountable. ... In addition, delivery will always be made on behalf of the registered owners and for the account of the current charterers, who will all be liable for payment of the delivery as Buyers. The buyer warrants that it is duly authorised to request Fuel Oil for delivery to the Vessel, and that the seller has an actual warranty on the Vessel for its claim.

Held: The Judges of the Second Civil Chamber of this High Court of Justice unanimously voted to dismiss the appeal and affirm the decision of the lower court in accordance with the Rapporteur's vote.

The decision of the lower court had a legitimate legal basis in arts 470 and 4111 of the Brazilian Commercial Code, and it was consistent with the legal provision to consider as privileged a credit arising from a fuel purchase agreement for the vessel, since art 470(8) of the aforementioned legislation, which is based on art 2.5 of the International Convention for the Unification of Certain Rules relating to Maritime Liens and Mortgages 1926 (MLM Convention 1926), specifies as privileged (ie grants a maritime lien to) the creditor of debt assumed 'for the repair and upkeep of the ship', there being no hermeneutical reason to exclude from such upkeep costs an essential item such as fuel.