The Shell Petroleum Development Company of Nigeria Limited v Sunlink Energies and Resources Limited
[2023] EWHC 3135 (Comm)
Augusta Energy SA v Top Oil and Gas Development Company Limited
6 September 2024
[2024] EWHC 2285 (Comm)
High Court
Two companies had a deal with a clause stating any disputes would be settled in London. One company sued in Nigeria anyway. The London court said the Nigerian case must stop because the original deal made the London court the only place for such arguments.
Key Facts
- •Augusta Energy SA (Augusta) and Top Oil and Gas Development Company Limited (Top Oil) entered into a sale contract in April 2015 for the sale of AGO.
- •The contract included an exclusive jurisdiction clause in favor of the High Courts in London (Clause 17).
- •Top Oil commenced proceedings in Nigeria against Augusta (Nigerian Proceedings).
- •Augusta sought an anti-suit injunction in the English High Court to restrain Top Oil from pursuing the Nigerian Proceedings.
- •Top Oil applied for an extension of time to challenge the English Court's jurisdiction and/or to stay the proceedings.
- •A significant factual dispute existed regarding the involvement of Cast Oil, an intermediary, and the true nature of the agreement between Top Oil and Cast Oil.
Legal Principles
High degree of probability test for granting an interim anti-suit injunction.
Case law (not explicitly cited, but implied in paragraph 51)
Acceptance by conduct of contract terms.
Case law (not explicitly cited)
Indoor management rule of company law (applicable to both English and Nigerian law).
Case law (not explicitly cited, but mentioned in paragraph 57)
Ostensible authority.
The Law Debenture Trust Corpn Plc v Ukraine [2024] AC 411 (paragraphs 38 to 42)
Ratification of contract.
Case law (not explicitly cited)
CPR 11(4) regarding statutory waiver of jurisdiction objections.
CPR 11(4)
Relief from sanction under the Denton test.
Case law (not explicitly cited)
Principles for granting anti-suit injunctions where jurisdiction clause covers tort proceedings against a third party.
Clearlake Shipping Pte Ltd v Xiang Da Marine Pte Ltd [2019] EWHC 2284 (Comm), [2020] 1 All ER (Comm) 61
Outcomes
Augusta's application for an interim anti-suit injunction was allowed.
The court found a high degree of probability that Top Oil was bound by the exclusive jurisdiction clause in the Detailed Terms, due to Cast Oil's agency and the subsequent conduct of Top Oil.
Top Oil's application to challenge jurisdiction was dismissed.
Top Oil failed to challenge jurisdiction within the time limit and its subsequent actions constituted a submission to the jurisdiction of the English court. Even if it hadn't, relief from sanction was not granted.
Costs awarded to Augusta.
Standard basis, details to be determined later.
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