G v R
[2023] EWHC 2365 (Comm)
Clifford Chance LLP v Société Générale SA
27 October 2023
[2023] EWHC 2682 (Comm)
High Court
A bank sued a law firm for messing up a case. The law firm said the case should be in France, but the judge said no. The case stayed in England because that's where the main work was done, and the contract didn't clearly say otherwise.
Key Facts
- •Société Générale (SocGen) brought a professional negligence claim against Clifford Chance LLP (CC LLP) and Clifford Chance Europe LLP (CC Europe) for allegedly mishandling a dispute with Goldas.
- •The dispute concerned a gold bullion consignment where Goldas allegedly used the gold without payment.
- •SocGen initially contacted CC Europe but was referred to CC LLP in London due to the English law governing the bullion agreements.
- •There was no formal written retainer between SocGen and CC LLP for the Goldas dispute.
- •Several framework agreements existed between SocGen and CC Europe, with varying jurisdiction clauses favoring the French courts.
- •CC LLP invoiced SocGen and applied agreed hourly rates from the framework agreements.
- •SocGen's claim against Goldas was struck out due to defective service.
- •SocGen commenced proceedings in the High Court of Paris against CC LLP and CC Europe, seeking over €140 million in damages.
- •CC LLP and CC Europe sought declarations in the English court that they are not liable and that CC Europe was not retained by SocGen.
Legal Principles
Construction of contracts and apparent mandate in French law
French Civil Code, case law
Implied retainers under English law and the Rome Convention
Rome Convention, English contract law case law
Construction of jurisdiction clauses in multi-contract disputes
English contract law case law
Staying proceedings commenced in breach of an exclusive jurisdiction clause
English conflict of laws case law
Forum non conveniens
Spiliada Maritime Corp v Cansulex Ltd [1987] A.C. 460
Outcomes
SocGen's challenge to the court's jurisdiction was dismissed.
The court found that CC LLP was not bound by the framework agreements' jurisdiction clauses and that the retainer for the Goldas dispute was governed by English law. The court also found that the French courts were not clearly and distinctly a more appropriate forum.