Ceto Shipping Corporation v Savory Shipping Inc
[2024] EWHC 663 (Comm)
PT Services Malta Limited v Tecnologia En Entretenimiento Caliplay S De Rl De Cv
4 December 2023
[2023] EWHC 3060 (Comm)
High Court
Two companies had a big disagreement over contracts. One company went to court in Mexico, breaking the agreement's rule that disputes should be in England. The English court stopped the Mexican case, ensuring the dispute would be resolved either in an English court or through arbitration, as originally agreed. A smaller related company also had issues, but the English court asked them to agree to inform the other company before taking any further action. This keeps things fair and helps avoid unnecessary legal battles.
Key Facts
- •PT Services Malta Ltd (PTSM) sought injunctive relief against various defendants in two actions: CL-2023-000051 (SLS action) and CL-2023-000780 (FWA action).
- •The disputes arose from a complex web of agreements between PTSM and Caliplay (and related entities), including a Framework Agreement (FWA) and a Software License and Services Agreement (SLS).
- •Caliplay initiated proceedings in Mexico claiming the FWA and SLS were ineffective due to alleged deception.
- •PTSM also commenced proceedings in Mexico to support its intention to arbitrate under the FWA.
- •Viena, a minor shareholder in Caliplay, also initiated proceedings in Mexico, seeking to suspend the FWA.
Legal Principles
Anti-suit injunctions can be granted under section 37 of the Senior Courts Act 1981 to restrain foreign proceedings in breach of an exclusive jurisdiction clause.
AES Ust-Kamenogorsk Hydropower Plant LLP v Ust-Kamenogorsk Hydropower Plant JSC [2013] UKSC 35
Injunctions in aid of arbitral proceedings are governed by section 44 of the Arbitration Act 1996, requiring urgency and the arbitral tribunal's inability to act effectively.
Arbitration Act 1996
When considering overlapping contracts and dispute resolution clauses, courts should consider the contracts as a whole but determine which clause governs a specific dispute based on the subject matter.
AmTrust Europe Ltd v Trust Risk Group SpA [2014] EWCA Civ 437; BNP Paribas SA v Trattamento Rifiuti Metropolitani SpA [2019] EWCA Civ 768
Under Mexican law, arbitration agreements are construed narrowly and may not extend to disputes concerning the validity of the contract unless clearly stated.
Caliplay's argument based on Mexican Law
Outcomes
Granted an interim anti-suit injunction against Caliplay in the SLS action, restraining it from pursuing Mexican proceedings related to the SLS.
Caliplay's Mexican proceedings breached the SLS's exclusive jurisdiction clause.
Granted an interim anti-suit injunction against Caliplay in the FWA action, restraining it from pursuing Mexican proceedings related to the FWA.
Caliplay's Mexican proceedings breached the FWA's arbitration agreement, even considering the strict interpretation under Mexican law.
No order made against Viena, but required a 21-day notice undertaking before taking further steps in Mexico regarding the FWA or SLS.
Viena's conduct showed some curious features, but did not reach the threshold of vexatious or oppressive conduct, largely due to the lack of service of the Mexican order and the subsequent 63rd Civil Court order.
No order against other defendants, pending undertakings not to prevent arbitration under the FWA and to provide 21-day notice before taking further steps in Mexico.
Based on a letter from their solicitors indicating willingness to offer undertakings.