LLC Eurochem North-West 2 v Societe Generale SA & Ors
[2024] EWHC 1084 (Comm)
Third Eye Projects Ltd & Anor v Mint S.p.A
5 May 2023
[2023] EWHC 1023 (Ch)
High Court
Two companies had a fight over shares. The Italian company wanted the fight to be in Italy, but the English court said the fight should stay in England because most of the important stuff happened in England and the original contract said English courts would decide any problems.
Key Facts
- •Third Eye Projects Ltd and Mr Javid Zahir (Claimants) sued Mint S.P.A (Defendant), an Italian company, in the English High Court.
- •The claim arises from a dispute over shareholding in Myntelligence Ltd, a former English subsidiary of Mint, subsequently merged into Mint.
- •The dispute involves the alleged unlawful dilution and cancellation of Third Eye's shares in Myntelligence and a subsequent informal agreement (Mint Agreement) to compensate Third Eye with shares in Mint.
- •Mint sought to have the English court decline jurisdiction and stay the proceedings in favor of the Italian courts.
- •Two key legal issues were in dispute: whether the dispute fell under the jurisdiction clause in an earlier Share Purchase Agreement (SPA) and if not, which forum was more appropriate.
Legal Principles
Interpretation of jurisdiction clauses – generous interpretation following Fiona Trust & Holding Corp v Privalov [2007] UKHL 40.
Fiona Trust & Holding Corp v Privalov [2007] UKHL 40; Terre Neuve Sarl v Yewdale Ltd [2020] EWHC 772 (Comm)
Extended Fiona Trust Principle – determining whether a jurisdiction clause in an earlier agreement applies to a later dispute under a subsequent agreement.
Terre Neuve Sarl v Yewdale Ltd [2020] EWHC 772 (Comm)
Forum non conveniens – determining the more appropriate forum post-Brexit under common law principles.
Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460; BRG Noal GP Sarl v Kowski [2022] EWHC 867 (Ch)
Outcomes
The English court retained jurisdiction and dismissed Mint's application to stay the proceedings.
The dispute fell within the scope of the widely drawn jurisdiction clause in the SPA. Even if it didn't, England was deemed the more appropriate forum due to stronger connections with the dispute's substance (English company law, key communications in English, etc.).