Tyson International Company Limited v Partner Reinsurance Europe SE
[2024] EWCA Civ 363
Tyson International Company Limited v GIC Re, India, Corporate Member Limited
7 February 2024
[2024] EWHC 236 (Comm)
High Court
Two companies had a contract dispute. One contract said to use English courts, another said to use New York arbitration. An English judge decided the English contract was more important, but didn't immediately stop the New York case, wanting more information first.
Key Facts
- •Tyson International Company Limited (TICL) sought anti-suit injunction against GIC Re, India, Corporate Member Limited (GIC) to prevent GIC from pursuing proceedings in the Southern District of New York.
- •The dispute concerned reinsurance policies issued by GIC to TICL, covering property risks of Tyson Foods Inc.
- •GIC claimed TICL misrepresented the value of a property, seeking to rescind the reinsurance and initiating proceedings in New York.
- •Two sets of contracts existed: Slip Policies/MRCs with an English jurisdiction clause, and Facultative Certificates with a New York arbitration clause and a "Hierarchy Clause" stating that the Slip Policies/MRCs take precedence in case of "confusion."
- •A New York court motion sought to restrain TICL from commencing proceedings in England.
- •TICL obtained an interim anti-suit injunction from the English High Court.
- •GIC applied to set aside the interim injunction, while TICL applied to make it final.
Legal Principles
Principles for granting anti-suit injunctions under s37(1) of the Senior Courts Act 1981, including the 'high degree of probability' test for the existence of a binding agreement.
Times Trading Corporation v National Bank of Fujairah, Catlin Syndicate Limited v AMEC Foster Wheeler USA Corporation, Cockerill J in Times Trading, Jacobs J in Catlin Syndicate
Principles of contractual interpretation, including the consideration of the contract as a whole, commercial common sense, and the iterative process of balancing language and context.
Investors Compensation Scheme Ltd v West Bromwich Building Society, Chartbrook Ltd v Persimmon Homes Ltd, The Witz Company LLC v Edmund Truell
London Market practice regarding the use of Slip Policies/MRCs and Facultative Certificates in reinsurance contracts.
Colinvaux’s Law of Insurance, AIG Europe SA v John Wood Group PLC, Butler and Merkin
Treatment of competing arbitration and jurisdiction clauses, including the presumption in favor of arbitration and the potential for auxiliary jurisdiction.
Fiona Trust & Holding Corp v Privalov, Sul America Cia Nacional de Seguros SA v Enesa Engenharia SA, Enka Insaat ve Sanayi AS v OOO “Insurance Company Chubb ”, Surrey CC v Suez Recycling and Recovery Surrey Ltd
The nature and effect of Scott v Avery clauses as conditions precedent to legal action.
B v S, Kajima Construction Europe (UK) Ltd v Children’s Ark Partnership Ltd
Outcomes
GIC's application to set aside the interim anti-suit injunction was refused.
The court found that the Hierarchy Clause in the Facultative Certificates meant that the English jurisdiction clause in the Slip Policies/MRCs took precedence in case of conflict. The court considered the ordinary meaning of the words and the commercial context, prioritizing the earlier contract's clear English jurisdiction clause over the later, potentially conflicting New York arbitration clause.
TICL's application to make the anti-suit injunction final was refused, but the interim injunction was continued.
While the court found in favor of the English jurisdiction clause, it chose to continue the interim injunction pending a full jurisdiction challenge by GIC. This allows for further evidence on market practice to be presented and tested.
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