Tyson International Company Limited v GIC Re, India, Corporate Member Limited
[2024] EWHC 236 (Comm)
Tyson International Company Limited v Partner Reinsurance Europe SE
15 April 2024
[2024] EWCA Civ 363
Court of Appeal
Two companies had a reinsurance contract with English law. A few days later, they signed another contract with US law and arbitration. A dispute arose, and the court decided the second contract was the real deal, even though the first one was also valid. The court also said that while the company should have acted faster in asking to stop the US arbitration, allowing both legal processes to run simultaneously would have been much worse.
Key Facts
- •Tyson International Company Limited (Tyson) and Partner Reinsurance Europe SE (Partner Re) entered into a reinsurance contract governed by English law (MRC).
- •Eight days later, Partner Re issued another contract (MURA) with New York law and arbitration clauses.
- •The dispute centers on whether the MURA replaced the MRC or was merely an administrative document.
- •A fire at a Tyson Foods facility triggered a claim, leading to Partner Re's purported avoidance of the contract.
- •Tyson sued in the English Commercial Court, while Partner Re initiated arbitration in New York.
- •The High Court held the MURA superseded the MRC, granting a stay of the English action and refusing an anti-arbitration injunction due to Tyson's delay.
Legal Principles
Contractual interpretation requires an objective assessment of what the parties said and did; subjective intentions are irrelevant.
This case
An entire agreement clause is highly relevant in determining whether parties intended a later contract to supersede an earlier one.
This case
Parties can agree to supersede an earlier contract with a later contract containing different terms, even without following specific procedural requirements unless expressly stated.
This case, citing MWB Business Exchange Centres Ltd v Rock Advertising Ltd [2018] UKSC 24
In considering an anti-suit injunction, the court must consider the consequences of refusal, including the risk of duplicated proceedings and conflicting decisions.
This case
Outcomes
Appeal dismissed.
The Court of Appeal held that the MURA superseded the MRC, as evidenced by the parties' actions and the MURA's entire agreement clause. The judge's decision to stay the English action was correct.
Anti-arbitration injunction refused (obiter).
While the Court of Appeal acknowledged the judge's finding of delay in seeking the injunction, they noted his failure to consider the serious consequences of allowing both the English action and New York arbitration to proceed concurrently.