Court Upholds Anti-Suit Injunction in RSM Production Corp. v Gaz du Cameroun SA Case

Citation: [2023] EWHC 2820 (Comm)
Judgment on

Introduction

The case of RSM Production Corporation v Gaz du Cameroun SA ([2023] EWHC 2820 (Comm)) provides an in-depth analysis of the enforcement and applicability of arbitration agreements in the context of international commercial disputes. The case underscores the court’s approach in granting anti-suit injunctions to prevent parties from breaching arbitration agreements and the circumstances in which exceptions to this principle might be entertained. This article provides a detailed examination of the legal principles engaged and the rationale behind the court’s rulings in the matter.

Key Facts

The dispute involves two oil and gas companies, RSM Production Corporation (‘RSM’) and Gaz du Cameroun SA (‘GdC’), involved in the development of the Logbaba hydrocarbons block in Cameroon through a series of agreements. RSM sought an anti-suit injunction (ASI) to restrain GdC from continuing legal proceedings in Cameroon in alleged breach of an arbitration agreement contained within a Settlement Agreement (SA) between the parties dated 27 September 2021. The Cameroonian proceedings provisionally attached approximately $18 million of RSM’s funds via a without notice procedure.

The legal conundrum revolved around several key documents: the Joint Operating Agreement (JOA), the Participation Agreement (PA), and the Settlement Agreement, each containing its arbitration provisions and dispute resolution clauses. GdC resisted the continuation of the ASI on the grounds that it was not in breach of any arbitration agreement as it was pursuing interim relief, there was no English court jurisdiction over GdC, and there was a failure by RSM to fully present the case at the ex parte hearing.

The court employed several legal principles in determining whether to grant the anti-suit injunction sought by RSM:

High Degree of Probability

The court must be convinced to a high degree of probability that the dispute at hand falls within the scope of a valid arbitration agreement. In this case, MR JUSTICE BUTCHER concluded that the arbitration clause in the SA was indeed binding on GdC and covered the substantial claims made before the Cameroonian courts. He further established that an ICC arbitration, under the JOA or consolidation of disputes under the SA and JOA, may be part of a single arbitration if disputes under both exist simultaneously.

Interim Relief Exception

The English court traditionally does not restrain a party from seeking relief such as asset arrest or obtaining security for a claim that is to be advanced in the agreed arbitration forum (Aquavita International SA v Indagro SA [2023] 1 Lloyd’s Rep 61). However, this principle would not apply if the proceedings in question were not intended to solely obtain an interim measure of relief.

Jurisdictional Considerations

Jurisdiction over GdC was established via contractually agreed method of service within the Civil Procedure Rules (CPR), confirmed by the governance provisions in the Settlement Agreement that provided for service in England and Wales as per CPR r. 6.11. The court’s jurisdiction was further reinforced by CPR r. 62.5(2A) as the seat of arbitration pursuant to the SA ‘is or will be in England.‘

Full and Frank Disclosure

There is an expectation of a full and frank presentation of the case at an ex parte hearing. The court dismissed GdC’s objections that RSM had failed to provide full and frank disclosure in their ex parte application, as GdC did not convincingly demonstrate that relevant authorities were improperly omitted or that a significant difference would have resulted had they been included.

Outcomes

The primary outcome was the court’s decision to continue the ASI initially granted by HHJ Pelling KC and make it final. This included a mandatory order for GdC to discontinue the substantive Cameroonian proceedings. MR JUSTICE BUTCHER reasoned there was no prospect of significantly different evidence emerging that would change the injunction’s necessity.

Additionally, the court dismissed GdC’s arguments regarding the pursuit of interim relief and lack of jurisdiction, reinforcing the importance of upholding the arbitration agreement’s integrity and the sanctity of agreed dispute resolution mechanisms.

Conclusion

The RSM Production Corporation v Gaz du Cameroun SA case reaffirms the English courts’ support for arbitration as a means of dispute resolution in international commercial contracts. It emphasizes the courts’ willingness to enforce arbitration agreements strictly, barring strong reasons to the contrary. The decision highlights the rigorous scrutiny applied to claims of interim relief and the necessity for full and frank disclosure during ex parte proceedings. Furthermore, it clarifies that contractual provisions regarding jurisdiction and service can shape a court’s ability to exercise its powers in upholding an arbitration agreement.

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