Dexia Crédit Local S.A. v Patrimonio del Trentino S.p.A.
[2024] EWHC 2717 (KB)
LLC Eurochem North-West 2 v Societe Generale SA & Ors
8 May 2024
[2024] EWHC 1084 (Comm)
High Court
Two companies had a legal battle in England. One company (Tecnimont) tried to move the case to Italy, but the judge said they had already agreed to be in the English court. The judge also said keeping everything in England made the most sense to avoid getting different rulings in different countries.
Key Facts
- •Tecnimont, an Italian company, brought a Part 11 Jurisdiction application to challenge a Part 20 Claim by ING against Tecnimont.
- •The Part 20 Claim asserts a contractual indemnity claim under an Italian law facility agreement between ING and Tecnimont.
- •Article 19 of the Facility Agreement stipulates Italian governing law and the exclusive competence of the Milan court, but also allows ING to sue in any other competent court.
- •The dispute arises from performance bonds issued by ING for Tecnimont's construction project in Russia, which is subject to sanctions.
- •Tecnimont previously joined the main proceedings as a non-cause of action defendant (NCAD).
- •ING argued Tecnimont submitted to the English court's jurisdiction by its active participation in the main proceedings.
- •Tecnimont argued Article 19 confers exclusive jurisdiction on Italian courts, and even if not, England is not the natural forum.
Legal Principles
A party may be precluded from objecting to jurisdiction by its own conduct, even as an intervener.
Dicey, and Balkanbank v Taher (No 2)
In forum non conveniens, the burden is on the defendant to show another forum is clearly more appropriate; if so, the claimant must show special circumstances justifying trial in England.
Spiliada Maritime Corp v Cansulex
If proceedings are commenced in breach of an exclusive jurisdiction clause, the court will ordinarily grant a stay unless the claimant shows strong reasons.
Donohue v Armco
The English court will interpret a contract governed by foreign law, considering expert evidence on the meaning of specific terms.
BNP Paribas SA v Trattamento Rifiuti Metropolitani SpA, King v Brandywine Reinsurance Co
Italian contracts are interpreted based on the common intention of the parties, considering their conduct after the contract's conclusion.
Article 1362, 1363, 1367 of the Italian Civil Code
In exercising its discretion on a stay application (where exclusive jurisdiction clause exists), the court considers factors such as evidence availability, governing law, party connections, and the genuineness of the defendant's desire for trial abroad.
The Eleftheria
Outcomes
Tecnimont's application was dismissed.
The court found that Tecnimont submitted to the English court's jurisdiction by its active participation in the main proceedings as an NCAD. Even if there had been no submission, the court determined that England was the more appropriate forum considering the interconnectedness of the claims and the potential for inconsistent judgments.