paraphrase of 4500 words

Legal Options and Risk Allocation in Global Supply Chains Under Pandemic Disruption

1. Introduction

The global economic and commercial impact of the COVID-19 pandemic has proven to be an unprecedented catalyst for legal re-evaluation within the sphere of international trade law. The government-mandated restrictions imposed across nearly every jurisdiction—ranging from total border closures and mandatory quarantines to the complete suspension of non-essential industrial activity—have led to major disruptions in global business and supply chains[footnoteRef:1]. This disruption is not merely an operational inconvenience; it is a fundamental shift in the commercial landscape, as reflected in the heightened performance of global financial markets, the historic dropping of oil prices, and the subsequent surge in the price of gold as a hedge against systemic volatility[footnoteRef:2]. As a result, businesses find themselves exposed to an elevated risk of legal implications arising across their entire supply chain, as parties to once-stable commercial transactions find themselves physically or legally unable to fulfill their contractual obligations[footnoteRef:3]. [1: Contract & International Trade Law (LAWS 7124) Module Final Assessment Prompt.] [2: Ibid [2].] [3: Ibid [3].]

This paper provides a comprehensive examination of the options available to companies whose ability to carry out their contractual obligations has been impacted by the pandemic. It prioritizes the analysis of risk allocation through the lens of standard trade terms (Incoterms), the common law doctrine of frustration, and the specific contractual protections offered by force majeure clauses[footnoteRef:4]. Furthermore, it evaluates the regulatory frameworks governing international carriage by air, road, and rail, and the critical role of marine insurance in mitigating pandemic-related losses. In doing so, it integrates the specific instructions and guidelines from assignment supervisors regarding the interaction between written contracts, side letters, and the supervening event of the pandemic. [4: Indira Carr, International Trade Law (6th edn, Routledge 2017) 1.]

2. The Mechanics of International Trade Terms and Incoterms 2010

In international commerce, the primary mechanism for the allocation of risk and cost between a seller and a buyer is the Incoterms 2010 framework[footnoteRef:5]. These terms define the critical point at which the risk of loss or damage to goods passes from the seller to the buyer, a determination that becomes paramount when goods are delayed, seized, or destroyed due to pandemic-related logistical failures.[footnoteRef:6] [5: ibid 10] [6: Ibid 11]

2.1 Ex Works (EXW): Minimal Seller Obligations and Maximum Buyer Risk

The term Ex Works (EXW) represents the minimum obligation for the seller[footnoteRef:7]. Under this arrangement, the seller fulfills their delivery duty by making the goods available at their own premises, such as a factory or warehouse. The landmark case of Commercial Fibres (Ireland) Ltd v Zabaida illustrates the court’s approach to determining whether delivery has occurred, focusing on whether the goods were at the buyer’s disposal at the agreed location[footnoteRef:8]. In the context of a pandemic, if a buyer is unable to arrange for the collection of goods due to a national lockdown or a failure in the transport chain, the risk remains with the buyer under EXW terms[footnoteRef:9]. The seller has technically performed by making the goods available, and the buyer’s inability to move them constitutes a breach of the buyer’s duty to take delivery, regardless of the external pandemic pressures.[footnoteRef:10] [7: Incoterms 2010 A9 Ex Works.] [8: Commercial Fibres (Ireland) Ltd v Zabaida [1975] 1 Lloyd’s Rep 27.] [9: Carr (n 4) 11] [10: ibid]

2.2 F.O.B. (Free on Board) and the Nuances of Risk Transfer

The Free on Board (FOB) term involves a more complex distribution of duties[footnoteRef:11]. Traditionally, the seller’s risk terminated once the goods effectively passed over the ship’s rail at the named port of shipment[footnoteRef:12]. However, modern interpretations, particularly the "Type 3" usual type, place a heavier burden on the seller to ensure the goods are safely loaded on board[footnoteRef:13]. As established in Pyrene v Scindia Navigation, the seller remains liable for any damage occurring during the loading process before the goods are safely secured on the vessel[footnoteRef:14]. In an environment where ports are understaffed or operating under strict health protocols, the risk of damage during loading is heightened. Furthermore, the responsibility for obtaining export licenses typically falls on the seller in FOB contracts, a task made significantly more difficult by sudden government-imposed export bans on raw materials or medical supplies.[footnoteRef:15] If a seller fails to secure such a license due to shifting pandemic regulations, they may be held in breach unless they can establish a defense of frustration, as discussed in Pound v Hardy.[footnoteRef:16] [11: Ibid ] [12: Pyrene v Scindia Navigation [1954] 1 Lloyd’s Rep 321] [13: Carr (n 4) 21] [14: Pyrene (n 12).] [15: Carr (n 4) 25] [16: Pound v Hardy [1956] 1 Lloyd’s Rep 255.]

2.3 C.I.F. (Cost, Insurance, and Freight): The Sale of Documents

Under Cost, Insurance, and Freight (CIF) terms, the seller is responsible for arranging carriage and insurance to the named port of destination, yet the risk of loss passes to the buyer once the goods are on board[footnoteRef:17]. CIF is famously characterized as a "sale of documents" rather than a sale of physical goods[footnoteRef:18]. The Court of Appeal in Karberg v Blythe, Green, Jourdain & Co clarified that the seller fulfills the contract by tendering valid shipping documents—including the bill of lading and insurance policy—to the buyer[footnoteRef:19]. If the goods are delayed or seized by a "restraint of princes" due to pandemic-related quarantine after shipment, the buyer is still obligated to pay against the documents and must look to the insurer for recovery[footnoteRef:20]. The seller’s duty is primarily focused on the condition of the goods at the time of shipment, governed by sections 13 and 14 of the UK Sale of Goods Act regarding description and fitness for purpose[footnoteRef:21]. [17: Carr (n 4) 33] [18: ibid ] [19: Karberg v Blythe, Green, Jourdain & Co [1916] 1 KB 495.] [20: ibid ] [21: UK Sale of Goods Act 1994, ss 13–14.]

3. The Relationship Between Written Contracts and Supervening Events

A central theme in the legal analysis of pandemic-related disputes is the interaction between formal written agreements and the background commercial reality of the crisis. Courts and arbitrators alike approach this issue by first identifying the contract that actually governs the parties’ obligations and their agreed-upon risk allocation.

3.1 The Primacy of the Signed Transportation Contract

A frustration claim frequently fails when it depends on a side letter or informal communication that the court treats as outside the formal signed transportation contract. Frustration is judged by construing the specific contract that governs the risk allocation[footnoteRef:22]. If the transport contract contains an Entire Agreement Clause, any side letter or email exchange attempting to vary the obligations or waive the consequences of delay is usually legally irrelevant[footnoteRef:23]. The presence of such a clause ensures that the parties’ rights are determined solely by the four corners of the formal agreement, providing commercial certainty in a volatile environment.[footnoteRef:24] [22: Final Assessment Supervisor Notes, 'Relationship between written contracts, supervening events, and risk allocation'.] [23: ibid ] [24: ibid]

3.2 No-Oral-Modification (NOM) and Formal Variation Clauses

Similarly, if the contract contains a No-Oral-Modification Clause or a Formal Variation Clause, any side arrangement not complying with strict formal requirements—such as being in writing and signed by authorized representatives—is unlikely to be effective. As seen in recent English jurisprudence, these clauses are upheld to prevent the informal erosion of contractual rights during periods of commercial stress. Conversely, if there is no signed transport contract and a letter is the only signed document between the parties, that letter is considered the operative contract for the frustration analysis. Businesses must therefore be vigilant in ensuring that any pandemic-related modifications are formally executed to avoid being struck down by a court prioritizing the original risk allocation.

4. The Doctrine of Frustration in a Pandemic Context

When a contract becomes impossible to perform due to an unforeseen event, and the agreement lacks an express force majeure clause, parties often turn to the common law doctrine of frustration. Frustration occurs when a supervening event, occurring through no fault of either party, renders the underlying obligation "radically different" from what was originally undertaken.[footnoteRef:25] [25: ibid ]

4.1 The Threshold of Foreseeability and Constructive Knowledge

The threshold for establishing frustration is exceptionally high. A common legal hurdle is whether the pandemic was a "known commercial reality" at the time of contracting[footnoteRef:26]. If a contract was signed after the initial outbreak in early 2020, courts generally apply a standard of constructive knowledge, assuming that both parties were aware of the general risks of disruption[footnoteRef:27]. This makes relying on frustration difficult, as the law assumes the parties contracted against this background and allocated the risks accordingly. The legal question is not merely whether the risk was generally known, but whether a specific later event—such as a sudden, total lockdown or a novel regulatory ban—made performance fundamentally different in kind, rather than merely more expensive or difficult. [26: ibid] [27: Elliott and Quinn (n 23) 236.]

4.2 Objective vs. Subjective Analysis of Awareness

While a party may argue a subjective lack of knowledge regarding the pandemic’s specific impacts, English courts favor an objective approach. Personal unawareness is rarely decisive; instead, the court asks whether the relevant event fell within the range of risks that the contract, read in its full commercial context, can be taken to have allocated. A stronger argument for frustration exists only when the actual event that prevented performance was different in kind, not merely in degree, from the background pandemic risk. For instance, a total and unprecedented government seizure of goods may be frustrating, whereas a simple delay due to port congestion likely is not.

5. Contractual Force Majeure and Jurisdictional Divergence

Unlike frustration, which is an operation of law, Force Majeure is a contractual creation. It allows parties to define their own list of "acts of God" or supervening events that will excuse performance.[footnoteRef:28] [28: ibid ]

5.1 Drafting and the "COVID Exclusion"

The efficacy of a force majeure clause in the context of COVID-19 depends entirely on its drafting. Many standard contracts signed prior to 2020 did not explicitly include "pandemic" or "epidemic." [footnoteRef:29] In such cases, parties must determine if the pandemic falls under a broader "government intervention" or "act of God" provision. As noted by academic commentators, the "Force Majeure element is part of the process," yet the courts are reluctant to imply such a clause where it is missing. Furthermore, for contracts signed mid-pandemic, the absence of a specific COVID-19 provision may be interpreted as an intentional assumption of the pandemic risk by the performing party.[footnoteRef:30] [29: ibid] [30: ibid]

5.2 Use of Force Majeure in Different Legal Systems

The application of force majeure varies significantly across legal systems. While English law requires an express clause to grant relief, many civil law jurisdictions (such as France or China) provide a statutory basis for force majeure, which may offer broader protections for unforeseen pandemic events[footnoteRef:31]. This jurisdictional divergence means that a company’s options may change significantly depending on whether the governing law of the contract is common law or civil law.[footnoteRef:32] [31: ibid] [32: ibid]

6. International Carriage of Goods by Air: Liability and Documentation

6.1 Documentation and Carrier Liability

The regulatory landscape for international air transport is primarily defined by the transition from the Warsaw Convention of 1929 to the Montreal Convention of 1999[footnoteRef:33]. In the context of global supply chain disruptions, the "Air Waybill" (or Air Consignment Note) remains the central document of title and evidence of the contract of carriage[footnoteRef:34]. Under Article 18 of the Warsaw Convention, a carrier is held liable for damage or loss to cargo while it is in the carrier’s charge, whether at an airport or on board an aircraft. However, this liability is not unlimited; it is subject to strict financial ceilings traditionally calculated in Special Drawing Rights (SDR) per kilogram[footnoteRef:35]. The SDR serves as an international reserve asset, created by the International Monetary Fund (IMF), based on a valuation of five major currencies: the U.S. dollar, euro, Chinese renminbi, Japanese yen, and the British pound sterling. [33: Warsaw Convention 1929; Montreal Convention 1999] [34: Warsaw Convention 1929, art 18] [35: Carr (n 4) 325]

The limits of this liability were notably scrutinized in Swiss Bank Corp v Brink’s Mat, where the court explored the extent of carrier duties[footnoteRef:36]. To escape liability under Article 20 of the Warsaw Convention, a carrier must prove that they and their agents took "all necessary measures" to avoid the damage, or that it was impossible for them to take such measures[footnoteRef:37]. In the high-stakes environment of pandemic-related logistics, this creates a rigorous evidentiary burden. Carriers cannot merely rely on the existence of a global crisis to excuse loss; they must demonstrate a specific, unavoidable nexus between the pandemic and the failure to protect the cargo. The 1999 Montreal Convention modernized these provisions, specifically addressing the need for efficiency through Article 4, which permits the use of electronic documentation. This shift toward "paperless trade" became a commercial necessity during global lockdowns, allowing for the "tender of documents" required in Cost, Insurance, and Freight (CIF) contracts to occur despite the suspension of traditional courier services. [36: Swiss Bank Corp v Brink’s Mat [1986] 2 Lloyd’s Rep 79.] [37: Warsaw Convention 1929, art 20]

6.2 Pandemic-Related Defenses in Air Transport

During the pandemic, air carriers frequently invoked the defense of "inevitable accident" or government-mandated flight cancellations to mitigate liability claims. However, the legal standard remains high; the carrier must show that the disruption made performance physically or legally impossible rather than merely more expensive[footnoteRef:38]. The Montreal Convention’s broader acceptance of electronic records helped facilitate the flow of information, but it did not diminish the carrier's fundamental duty of care[footnoteRef:39]. For companies whose high-value components were delayed, the distinction between a "delay" and a "loss" became critical. If a carrier can prove that the delay was caused by a state-mandated closure of airspace—a "restraint of princes"—they may find relief, provided they can demonstrate that no alternative routing was commercially or legally viable at that specific juncture. [38: Swiss Bank (n 36).] [39: Montreal Convention 1999, art 4]

7. International Carriage of Goods: Road (CMR) and Rail (CIM)

7.1 Road Transport and the CMR Convention

The international carriage of goods by road is governed by the CMR Convention of 1956, which currently boasts over 55 signatories across Europe, Russia, and parts of Asia[footnoteRef:40]. Under Article 17 of the CMR, the carrier is held liable for the total or partial loss of goods, as well as for any damage or delay occurring between the time of taking over the goods and their delivery. Relief from this liability is only granted if the carrier can prove the loss or delay resulted from the "wrongful act or neglect of the claimant," instructions not given by the carrier, inherent vice of the goods, or "circumstances which the carrier could not avoid and the consequences of which he was unable to prevent." [40: CMR Convention 1956]

The interpretive standard for this defense was established in Silber v Islander Trucking, where the court ruled that carriers must exercise "utmost care" to avoid loss. In the context of COVID-19, a carrier cannot simply cite the general existence of the pandemic as a liberating event. To succeed in a defense under Article 17, the carrier must provide granular evidence of a specific, supervening event—such as a sudden and unprecedented border blockade or a mandatory driver quarantine—that was the direct and inescapable cause of the failure to perform[footnoteRef:41]. If the carrier could have avoided the delay by rerouting or utilizing a different driver, the "utmost care" standard would likely not be met, and liability would remain with the carrier.[footnoteRef:42] [41: ibid art 17] [42: Silber v Islander Trucking [1985] 2 Lloyd’s Rep 243]

7.2 Rail Transport and the CIM Uniform Rules

Rail transport, governed by the CIM Uniform Rules under the COTIF Convention, provides a similar liability framework but with distinct nuances. Under Articles 23 and 25 of the CIM, the carrier is liable for loss, damage, or delay, with a standard liability limit of 17 SDRs per kilogram[footnoteRef:43]. The pandemic significantly accelerated the adoption of electronic consignment notes (e-CIM) under Article 6(9)[footnoteRef:44]. This digital transition reduced the physical risks associated with document transmission and ensured that the administrative requirements of international rail transport could be met during periods of severe human movement restriction. Much like road transport, rail carriers often rely on the defense of "unavoidable circumstances," but the centralized nature of rail infrastructure often makes government-mandated track closures easier to prove as a frustrating event than localized road congestion.[footnoteRef:45] [43: COTIF Convention 1999 (CIM Rules)] [44: ibid art 6(9).] [45: Carr (n 4) 348]

8. Marine Insurance: The Strategic Anchor of International Trade

8.1 The Duty of Utmost Good Faith (Uberrimae Fidei)

When trade terms (Incoterms) and carriage conventions fail to provide a remedy for a commercial party, the financial integrity of the transaction shifts to the realm of marine insurance. Marine insurance is unique in English law because it is a contract of the "utmost good faith," a principle codified in Section 17 of the Marine Insurance Act 1906 (MIA). Unlike standard contracts where caveat emptor (buyer beware) may apply, insurance requires total transparency. Under Section 18 of the MIA, the assured is under a statutory duty to disclose every "material fact" before the contract is concluded. A fact is deemed material if it would influence the judgment of a prudent insurer in fixing the premium or determining whether to take the risk.

In the pandemic era, this duty has profound implications. If a company arranged insurance for a shipment after the news of the pandemic had spread but failed to disclose that their specific cargo was already facing a heightened risk of seizure in a known "hotspot" or quarantine zone, the insurer may have grounds to avoid the policy entirely. The test is objective; it does not matter if the assured personally felt the risk was negligible. If a prudent insurer would have viewed the pandemic-related port congestion as a material change in risk, the failure to disclose it constitutes a breach of the duty of utmost good faith.

8.2 Scope of Cover and "Restraint of Princes"

The scope of marine insurance cover is designed to protect the assured against "maritime perils," a category defined in Section 3 of the MIA to include fire, war, pirates, and "restraints, and detainments of princes and peoples." This latter peril—restraint of princes—has become the primary focal point for pandemic-related insurance litigation. It refers to the interference of a sovereign power (the "prince") with the goods or the vessel, which includes government-mandated port closures, seizures of medical supplies, or the quarantine of entire shipments.

The specific extent of protection is further defined by the Institute Cargo Clauses (ICC A, B, and C). ICC (A) provides the broadest "all risks" cover, while ICC (B) and (C) are more restrictive, covering only listed perils. For a company to successfully claim under "restraint of princes," they must show that the government intervention was the "proximate cause" of the loss. If a ship is merely delayed because of a lack of crew due to illness, that may not constitute a "restraint of princes"; however, if the port authorities formally refuse entry to the vessel due to COVID-19 protocols, the peril is triggered.[footnoteRef:46] [46: Marine Insurance Act 1906, s 17.]

9. Loss Categorization and COVID-19 Exclusions

9.1 Actual Total Loss vs. Constructive Total Loss

To satisfy the requirements of a marine insurance claim, a company must accurately categorize the nature of their loss. Under Section 57 of the MIA, an "Actual Total Loss" occurs when the subject matter is destroyed or so damaged that it no longer fits its commercial description. A classic example is found in Asfar v Blundell, where dates contaminated by sewage were deemed a total loss because they were no longer "dates" in a commercial sense, even though the physical mass remained.[footnoteRef:47] [47: ibid s 18.]

In contrast, Section 60 of the MIA defines a "Constructive Total Loss" (CTL) as a situation where the subject matter is reasonably abandoned because its actual total loss appears unavoidable, or because the cost of recovering the goods would exceed their value. The court in Polurrian SS v Young clarified that to prove a CTL, the assured must demonstrate that it is "unlikely" they will recover the goods, not merely "uncertain." During the pandemic, this has proven to be a high bar. Many shipments were trapped in port backlogs for months; while recovery was "uncertain" during the peak of the disruption, it was rarely "unlikely" in the long term, leading many insurers to deny CTL claims for pandemic-related delays.[footnoteRef:48] [48: Carter v Boehm (1766) 3 Burr 1905]

9.2 The Emergence of COVID-19 Exclusions

As the pandemic progressed, the insurance market responded by introducing specific COVID-19 or "Communicable Disease" exclusions. If a contract was signed after the initial outbreak, these exclusions often bar claims for losses directly or indirectly arising from the virus[footnoteRef:49]. This places companies in a difficult position: if their contract does not explicitly include COVID-19 at the time of signing, they must determine if the loss can be characterized as a traditional peril, such as a "restraint of princes" or "fire," that exists independently of the virus[footnoteRef:50]. If the loss is deemed to have been proximately caused by the pandemic itself and a communicable disease exclusion is present, the financial loss remains with the commercial party.[footnoteRef:51] [49: Loke A and Sin I, 'Constructing Lawful-Act Duress' (2022) Singapore Journal of Legal Studies] [50: Pilkington T, 'Lawful-Act Economic Duress after PIA v Times Travel' (2023) Modern Law Review] [51: McLaughlan D, 'A Better Way Of Making Sense of Contract' (2006) 132 LQR 577]

10. Lawful Act Economic Duress: PIA v Times Travel

10.1 Material Facts and the Ratio Decidendi

The pandemic’s economic pressure has often forced parties into lopsided renegotiations, raising the question of whether aggressive commercial tactics constitute illegitimate duress. The landmark Supreme Court case of Pakistan International Airlines Corporation (PIAC) v Times Travel (UK) Ltd [2021] UKSC 40 addressed the doctrine of "lawful act economic duress."[footnoteRef:52] In this case, PIAC, which held a monopoly on direct flights between the UK and Pakistan, utilized its dominant market position to pressure a small travel agent, Times Travel, into waiving all past claims for unpaid commission as a condition for a new contract[footnoteRef:53]. [52: Pakistan International Airlines Corporation v Times Travel (UK) Ltd [2021] UKSC 40.] [53: ibid [10].]

The Supreme Court unanimously held that for a claim of economic duress to succeed, three elements must be present: illegitimate pressure, a significant effect on the capacity of the party to contract (leaving them with no viable alternative), and a causal link between the pressure and the contract. Crucially, the court clarified that "illegitimacy" in the context of a lawful act (such as threatening to terminate a contract one is legally entitled to terminate) is extremely limited. The Supreme Court dismissed the agent's appeal, ruling that PIAC’s conduct, while "hard-nosed," did not constitute duress because PIAC genuinely believed in its legal entitlement to make the demand.

10.2 Implications for Commercial Negotiations in a Crisis

The decision in Times Travel has significant implications for businesses operating under pandemic stress. It establishes that exercising a legal right—such as the threat to terminate a contract unless the other party agrees to a price increase or a waiver of rights—is not illegitimate duress, provided the party making the demand is acting in good faith[footnoteRef:54]. The court’s reluctance to intervene in market relationships based on an "inequality of bargaining power" underscores the principle that commercial certainty remains a priority. In a global crisis, companies are expected to protect their own interests through negotiation. Pressure only becomes "illegitimate" if it involves "morally reprehensible" conduct, such as the deliberate manipulation of the other party’s vulnerability to force an unjustified concession[footnoteRef:55]. [54: ibid [30].] [55: ibid [33].]

11. Dispute Resolution: Arbitration and the Duty to Mitigate

11.1 The Duty to Mitigate in the Arbitration Process

When a commercial dispute becomes unavoidable, parties must choose between traditional court litigation and arbitration. Arbitration is frequently preferred in international trade due to its confidentiality and the expertise of the arbitrators. However, a central tenet of the arbitration process is the duty to mitigate. An arbitrator will rigorously evaluate whether the party claiming a pandemic-related excuse for non-performance took all reasonable steps to avoid or minimize the loss.[footnoteRef:56] [56: Schmitthoff CM, Schmitthoff's Export Trade: The Law and Practice of International Trade (12th edn, Sweet & Maxwell 2012)]

This duty to mitigate is often the "silent killer" of frustration or force majeure claims. If a seller claims they could not deliver goods due to a port closure, the arbitrator will ask: Did you seek an alternative port? Did you explore road or rail transport? Did you attempt to source the goods from a different supplier? Failing to explore these options before declaring "frustration" can be perceived as a failure to fulfill the contract’s implicit duty of cooperation. As the professor’s guidance notes, an arbitrator usually tries to avoid a "winner-takes-all" scenario, but they will not grant relief to a party that has passively allowed the pandemic to cause a total failure of performance without attempting to mitigate the impact.[footnoteRef:57] [57: ibid ]

11.2 Judgment vs. Arbitrator's Award: The Finality of Risk Allocation

There remains a distinct difference between the rigid interpretation of law found in a court judgment and the more commercially nuanced outcome of an arbitrator’s award[footnoteRef:58]. Courts are bound by strict precedents regarding frustration and risk allocation, often resulting in "all or nothing" decisions. Arbitrators, while bound by the governing law of the contract, may have slightly more flexibility to consider the "hard-nosed commercial reality" and the technicalities of the trade. However, in both forums, the written contract remains the "star of the show." If a contract contains an "Entire Agreement Clause" or a "No-Oral-Modification Clause," both judges and arbitrators will prioritize the formal text over any side letters or informal arrangements made during the heat of the pandemic.[footnoteRef:59] [58: ibid ] [59: ibid]

12. Conclusion

The COVID-19 pandemic has served as a rigorous stress test for the legal doctrines that govern international trade and contractual performance. To navigate this heightened risk environment, companies must adopt a proactive and formalistic approach to their contractual relationships. The doctrine of frustration, while theoretically available, offers a narrow and difficult path, particularly for contracts entered into after the pandemic became a "known commercial reality." The objective standard applied by English courts ensures that commercial certainty is upheld, placing the burden of risk on the party that failed to explicitly allocate it within the four corners of their agreement.

Moving forward, businesses must prioritize the management of Incoterms to clearly define risk transfer points, ensure total transparency in marine insurance disclosures to satisfy the duty of utmost good faith, and strictly adhere to the formal requirements for contractual variations. As demonstrated by the Times Travel ruling, the legal system will not protect parties from the consequences of "hard-nosed" bargaining or the inherent risks of the market, even during a global crisis. Ultimately, the ability to withstand pandemic-related shocks depends on a company’s ability to prove they have acted with "utmost care" in carriage, maintained the "utmost good faith" in insurance, and fulfilled their duty to mitigate losses within the formal framework of their international trade agreements.

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