Exclusive Jurisdiction Clause Challenged in Clifford Chance LLP v Société Générale SA: Key Legal Issues Discussed

Citation: [2023] EWHC 2682 (Comm)
Judgment on

Introduction

In the case of Clifford Chance LLP v Société Générale SA, the High Court of Justice was approached to deliberate on a jurisdiction challenge posed by the Defendant, Société Générale (SocGen), against claims made by the Claimants, Clifford Chance entities (collectively referred to as “Clifford Chance”). The jurisdiction dispute centered around an exclusive jurisdiction clause and the doctrine of forum non conveniens, raising essential questions about contractual interpretation, apparent mandate, implied retainers, and the implications of an exclusive jurisdiction clause in multi-contract scenarios.

Key Facts

SocGen contended that the High Court of Paris held exclusive jurisdiction over the dispute pursuant to the clause enshrined in a Framework Agreement, or alternatively, that the French court was the most appropriate forum for adjudication. Clifford Chance, however, sought declarations of non-liability in professional negligence, arguing against the application of the jurisdiction clause and advocating for the English court’s jurisdiction.

The substantive issue revolved around SocGen’s allegations of professional negligence against Clifford Chance concerning the handling of the Goldas Dispute, which involved a supply and payment disagreement with Goldas Kuyumculuk Sanayi Ithalat Ihracat AS.

Throughout the proceedings, Clifford Chance applied Framework Agreement terms stipulating maximum hourly rates and reporting, although no written retainer specifically regarding the Goldas Dispute was in place.

The court analyzed several legal principles, including:

  1. Contractual Interpretation: The court used French law principles to interpret the Framework Agreements, focusing on the parties’ common intention and the meaning attributed by a reasonable person. The court posited that these agreements did not unambiguously bind Clifford Chance entities other than CC Europe and were not intended to apply worldwide.

  2. Apparent Mandate: It was discussed whether CC Europe had the apparent authority to bind CC LLP to Framework Agreements it entered into. The court concluded that CC LLP neither gave nor appeared to give such authority to CC Europe.

  3. Implied Retainer: In the absence of a written retainer, English law principles were considered to infer a contract’s existence from parties’ conduct. The court deduced that an unwritten retainer between Clifford Chance LLP and SocGen likely emerged upon the acceptance of instructions related to the Goldas Dispute, governed by English law.

  4. Jurisdiction Clauses: The English principles of construing jurisdiction clauses were deliberated, particularly considering multi-contract disputes. The court found that the jurisdiction clauses in the Framework Agreements were inapplicable to the separate retainer for the Goldas Dispute.

  5. Forum Non Conveniens: Addressing forum non conveniens doctrine, the court concluded that notwithstanding the jurisdiction clause, the English court was the appropriate forum for trial, given the substantial connections to England, including proximity to evidence and witnesses.

Outcomes

The court resolved that:

  • SocGen’s challenge to the court’s jurisdiction, predicated on the exclusive jurisdiction clause favoring the High Court of Paris, should be dismissed.
  • The French courts were not a clearly and distinctly more appropriate forum than the English courts.

Conclusion

The pivotal determination in Clifford Chance LLP v Société Générale SA hinges on the application of contractual interpretation principles, establishment of retainer existence, and the court’s discretion under the forum non conveniens doctrine. The judgment underscores the nuanced approach required when a jurisdiction clause purports to bind multiple related contracts and entities across jurisdictions. This case exemplifies the English court’s methodical interpretation and application of contractual terms to factual contexts, the distinction between governing law clauses and their applicability to individual retainers, and the reassessment of forum appropriateness despite contractually chosen jurisdictions.