Deutsche Bank AG London & Anor v Provincia Di Brescia
[2024] EWHC 2967 (Ch)
Dexia Crediop S.p.A. v Provincia di Brescia
24 April 2023
[2023] EWHC 959 (Comm)
High Court
Two companies had a deal with an English court clause. One company tried to get the case moved to Italy. The English court said no, the deal clearly stated disputes should stay in England, and the other company wasn't trying to trick anyone. The case will continue in England.
Key Facts
- •Dexia Crediop S.p.A. (Dexia) brought a claim against Provincia di Brescia (Brescia) concerning two swap transactions governed by an ISDA Master Agreement with an English jurisdiction clause.
- •The ISDA Master Agreement contained an English jurisdiction clause and a waiver of forum non conveniens arguments.
- •Brescia initially challenged the English court's jurisdiction over declarations 20-29, relating to a subsequent Italian law settlement agreement.
- •Brescia withdrew from the proceedings due to lack of funding.
- •The settlement agreement, while governed by Italian law, contained a clause preserving the English jurisdiction clause of the ISDA Master Agreement for disputes relating to the swaps.
- •Dexia argued that the disputed declarations related to the swaps and the ISDA Master Agreement, falling within the English jurisdiction clause.
- •Brescia also raised objections regarding valid service and a potential abuse of process.
Legal Principles
Jurisdiction clauses in contracts are generally upheld.
ISDA Master Agreement, Section 13
A party can irrevocably waive objections to jurisdiction and forum non conveniens.
ISDA Master Agreement, Section 13(B)(2)
Service of a claim form can be effected in accordance with contractual provisions.
CPR rule 6.11
Court interpretation of a jurisdiction clause considers the context and the relationship between agreements.
Deutsche Bank v Brescia [2022] EWHC 2859 (Comm)
Outcomes
Brescia's application challenging jurisdiction was dismissed.
The court found that the disputed declarations related to the swaps and the ISDA Master Agreement, falling within the scope of the English jurisdiction clause. Brescia's waiver of forum non conveniens arguments also prevented the challenge.
Brescia's objections regarding service were dismissed.
The court found that service was validly effected under CPR rule 6.11 and the ISDA Master Agreement.
Brescia's request for a case management stay was denied.
The court held that a case management stay should not circumvent the applicable jurisdiction clause.
The abuse of process argument was deemed a matter for the merits of the case, not jurisdiction.
The court determined that the abuse of process argument could be pursued later in the proceedings.