Dexia Crediop S.p.A. v Provincia di Brescia
[2023] EWHC 959 (Comm)
Dexia Crédit Local S.A. v Patrimonio del Trentino S.p.A.
25 October 2024
[2024] EWHC 2717 (KB)
High Court
A company tried to get a case heard in Italy instead of England, based on a contract that mentioned both countries. The judge decided the contract meant England was the only place for the case. Even if the judge had been wrong, he said there wasn't a good enough reason to move the case to Italy.
Key Facts
- •Dexia Crédit Local S.A. (Dexia) issued a claim against Patrimonio del Trentino S.p.A. (Trentino) in the English court based on an ISDA Master Agreement with an English jurisdiction clause.
- •Trentino challenged the English court's jurisdiction and sought a stay of proceedings, arguing the Italian court was the appropriate forum.
- •The ISDA Master Agreement contained a bespoke jurisdiction clause, the interpretation of which was central to the dispute.
- •Trentino argued the jurisdiction clause was not exclusive and that the transaction was void due to a lack of capacity.
- •Expert evidence on Italian law was presented by both sides, raising issues of proportionality and relevance.
Legal Principles
Permission to serve a defendant outside the UK is governed by CPR 6.33, requiring a 'good arguable case' that the claim falls within a relevant gateway.
CPR 6.33
Jurisdiction clauses are to be construed widely and generously, adopting a broad, purposive, and commercially minded approach.
Deutsche Bank AG v Petromena ASA [2015] EWCA Civ 226; Etihad Airways PJSC v Flöther [2020] QB 793
A foreign corporation's capacity to enter into a legal transaction is governed by its law of incorporation.
Haugesund Kommune v Depfa ACS Bank [2010] EWCA Civ 579
In cases involving a non-exclusive jurisdiction clause, a stay will only be granted for overwhelming or very strong reasons, excluding foreseeable factors.
Various cases cited in sections 137-145
Outcomes
Trentino's challenge to the English court's jurisdiction was dismissed.
The court found that the Master Agreement, containing the jurisdiction clause, was valid and binding, satisfying CPR 6.33(2B)(b). Trentino's arguments regarding lack of capacity were deemed not to invalidate the Master Agreement itself.
Trentino's application for a stay of proceedings was dismissed.
The court interpreted the jurisdiction clause as conferring exclusive jurisdiction on the English court, even considering the 'notwithstanding' clause. Even if the clause were non-exclusive, the court found no overwhelming reasons for a stay given the foreseeable factors and the waiver clause.
Trentino's applications to adduce expert evidence on Italian law were dismissed.
The court found this evidence unnecessary and disproportionate to the issues before it.