Background Aker Offshore Partner Limited (“Aker”) engaged HSM Offshore BV (“HSM”) to carry out the fabrication of two process modules, for use on the Clyde Platform in the FlyndreCawdor oilfield in the North Sea. The contract between Aker and HSM (the “Contract”) incorporated LOGIC subcontract conditions, and contained a list of key milestone dates to be met by HSM, including “module ready for Sail Away” (the “RfSA date”). The RfSA date was to be 10 May 2015. However, the project encountered problems and it became apparent that the RfSA date would not be met. To get the project back on track, HSM and Aker agreed the MOU, which was dated, and intended to have effect from, 18 March 2015. The MOU provided that “In return for HSM utilizing their fullest endeavours to complete Mechanical Completion for Process Modules M12 and M14 on or before July 1st 2015 HSM will receive the following concessions against the CONTRACT.” The various concessions included a change to the way in which HSM was remunerated. Under the MOU, HSM was also required to produce a revised programme for the project, which listed 19 July 2015 as the revised RfSA date. Sail Away eventually occurred on 10 August 2015. Soon thereafter, a series of disputes relating to almost every aspect of the Contract arose, although only certain of these were eventually heard by the Court. In particular, HSM sought to recover sums it claimed were outstanding under the MOU, and argued that Aker had no entitlement to review invoices previously approved by them. Meanwhile, Aker disputed those claims and launched a counterclaim for liquidated damages due to the delayed RfSA. The RfSA date and Liquidated Damages The first issue before the Court was the effect of the MOU on the RfSA date and the liquidated damages provisions within the Contract. Under Clause 35 of the Contract, HSM was to be liable to Aker for liquidated damages if it “fails to complete any of the items listed in [a separate Appendix] in accordance with the relevant date included in the SCHEDULE OF KEY DATES”. The Appendix set liquidated damages for “delay to the Module completion and ready for Sailaway date” at €150,000 per day, up to a maximum liability of €1,500,000. Aker claimed liquidated damages under the Contract. It contended that if the MOU had any effect on the RfSA date, it was to extend it to 19 July 2015, which date HSM had not met. HSM, meanwhile, argued that the MOU had the effect of removing a binding RfSA date altogether. Was the original RfSA date of 10 May 2015 still in effect? The Court concluded, in light of the factual matrix and the circumstances leading to the MOU, that it was not. After all, “[b]oth parties knew that the 10 May 2015 date would not be achieved. Indeed, that was why the MOU had come into being in the first place.” It would not therefore make sense for the MOU to retain a contractually binding RfSA date of 10 May 2015. If 10 May 2015 had been displaced, had a new RfSA date been agreed? The Court found there was no express RfSA date in the MOU, and the date contended for by Aker (19 July 2015) did not have any contractual effect, being merely a “hoped -for date to which everyone was working.”