Comity and “Sufficient Interest” in Vexatious-and-Oppressive Anti‑Suit Injunctions; Affiliates’ Reliance on LCIA Clauses Despite “Product Contract” Priority

Case: JP Morgan Securities Plc & Ors v VTB Bank PJSC [2026] EWCA Civ 589
Court: England and Wales Court of Appeal (Civil Division)
Date: 12 May 2026
Judges: Phillips LJ (lead), Lewison LJ, Sir Launcelot Henderson

1. Introduction

The appeal arose from attempts by a sanctioned Russian bank (VTB) to litigate in Russia against multiple JPMorgan group entities, including English/US contracting counterparties and a Russian group company, to recover balances arising out of English-law contracts containing London arbitration clauses.

After sanctions following the 2022 invasion of Ukraine, two JPMorgan entities closed out positions/accounts under (i) a derivatives client agreement and (ii) a precious metals unallocated account arrangement, leaving balances in VTB’s favour but frozen due to sanctions. Despite London arbitration clauses, VTB sued in Russia in tort under Russian Civil Code provisions and relied on Article 248.1 of the Arbitrazh Civil Code (asserting exclusive Russian jurisdiction for disputes involving sanctions), and on Russian court-developed approaches imposing group-wide liability and disapplying foreign governing law.

The Commercial Court (Foxton J) granted declarations and final anti-suit/anti-enforcement injunctions restraining the Russian proceedings (and enforcement of any resulting judgments). VTB appealed primarily on: (a) whether non-contracting group entities could rely on an LCIA clause in the 2017 Terms; and (b) whether claims against the Russian group company could be restrained as vexatious and oppressive given comity.

2. Summary of the judgment

The Court of Appeal dismissed VTB’s appeal and upheld the injunctions.

• Affiliates and arbitration (Ground 3): The Court affirmed that various JPMorgan entities could rely on the LCIA clause in the 2017 Terms via an express “Affiliate” enforcement clause. The “product contract prevails” provision did not create a “hierarchy” that stripped affiliates of the ability to invoke arbitration for disputes connected with product-contract subject matter.
• Vexation/oppression and comity (Grounds 1–2): The Court rejected the argument that “sufficient interest” is merely necessary but not sufficient for comity. “Sufficient interest” is the formulation by which comity is addressed in this jurisdiction.
• Russian affiliate (JPM Russia): Even focusing on the Russian group company (which did not itself enforce the arbitration clause), the Court held it was open to find the Russian proceedings vexatious and oppressive because they were, in substance, designed to recover English-law contractual debts and to circumvent London arbitration and the UK sanctions regime.
• Discretion (Ground 4): Once the substantive grounds failed, there was no basis to disturb the judge’s discretionary decision to grant injunctions.

The Court did not need to decide issues raised in the respondents’ notice (including whether other arbitration clauses impliedly precluded suing group companies to circumvent arbitration).

3. Analysis

3.1 Precedents cited and their influence

• SAS Institute Inc v World Programming Ltd [2020] EWCA Civ 599
  The Commercial Court relied on Males LJ’s synthesis of anti-suit principles: the “ends of justice” foundation; categories including vexatious/oppressive conduct; heightened caution where no contract is being enforced; and, crucially, comity’s demand for a “sufficient interest.” The Court of Appeal used this framework as the orthodox starting point and then clarified how “sufficient interest” and comity interrelate.
• Airbus Industrie v Patel [1999] 1 AC 119 (HL)
  Central to Ground 1. Phillips LJ treated Lord Goff’s statement (“comity requires ... a sufficient interest ... to justify the indirect interference”) as demonstrating that “sufficient interest” is not an additional hurdle beside comity; it is how comity is operationalised for anti-suit interference with foreign proceedings.
• Deutche Bank AG v Highland Crusader Offshore Partners LP [2009] EWCA Civ 725; [2010] 1 WLR 1023
  Cited to show subsequent appellate treatment of Airbus as setting out the “requirements of comity” in terms of sufficient interest/connection.
• Elektrim SA v Vivendi Holdings [2008] EWCA Civ 1178
  Used for the proposition that factors constituting vexation/oppression are not closed. This supports the court’s willingness to treat sanctions-circumvention and forum-displacement tactics as relevant, even where a claim is framed as a domestic tort claim.
• Clearlake Shipping Pte Ltd v Xiang Da Marine Pte Ltd [2019] EWHC 2284 (Comm)
  A practical illustration of manipulation of procedural devices to evade an English forum clause, relied on to justify treating “circumvention” as a marker of vexation/oppression and as supporting England’s sufficient interest.
• Renaissance Securities (Cyprus) v Chlodwig Enterprises [2025] EWCA Civ 369
  Highly influential as a near-analogue: Russian tort claims against alleged affiliates deployed to recover sanctioned assets held under English-law contracts with LCIA clauses. Although injunctive relief failed there due to evidential deficiencies, the Court of Appeal’s discussion (including Singh LJ’s identified rationales) underpinned the willingness to contemplate injunctions to protect (i) arbitral integrity, (ii) integrity of English court orders, and (iii) UK sanctions policy.
• “Conflict”/inconsistency authorities: Pagnan SpA v Tradax Ocean Transportation SA [1987] 2 Lloyd’s Rep 342; Alexander v West Bromwich Mortgage Co [2016] EWCA Civ 496; Septo Trading Inc v Tinetrade Ltd (The NouNou) [2021] EWCA Civ 718
  These cases provided the test for whether contractual provisions “conflict”: not mere qualification, but contradiction such that both cannot sensibly be given effect. This was decisive to rejecting VTB’s “hierarchy” argument under the 2017 Terms’ product-contract priority clause.

3.2 Legal reasoning

A. Affiliates’ ability to invoke LCIA arbitration under the 2017 Terms

VTB’s argument sought to transform the 2017 Terms’ “product contract prevails in the event of conflict” clause into a rule that, where a dispute relates to a product contract (e.g., the client derivatives agreement or metals account agreement), only parties to that product contract can insist on arbitration, and affiliates cannot rely on the 2017 Terms’ arbitration clause.

The Court of Appeal agreed with Foxton J that this misconceived what “conflict” means. The 2017 Terms did not purport to amend the rights and obligations between the two product-contract parties; rather, they conferred additional enforceable benefits (including dispute resolution protection) on a wider class (Affiliates) under an express third-party enforcement clause (framed to operate via the Contracts (Rights of Third Parties) Act 1999).

On orthodox inconsistency principles, provisions do not “conflict” merely because one is broader or adds a route of enforcement for a non-party; conflict requires contradiction such that both cannot sensibly operate. Here, both can: the product-contract arbitration clause binds the contracting counterparties, and the 2017 Terms arbitration clause binds VTB (as a party to those Terms) to arbitrate disputes with affiliated beneficiaries when the dispute arises “in any way out of, in relation to or in connection with” the relationship.

The Court also emphasised commercial coherence: if VTB’s argument were right, a counterparty could evade a web of London arbitration clauses by suing an affiliate in tort—precisely the risk the 2017 Terms were designed to address with expansive language and affiliate-benefit provisions.

B. Comity and “sufficient interest” in vexatious-and-oppressive injunctions

VTB’s Ground 1 attempted to re-cast the analysis into two stages: first, identify “sufficient interest”; second, separately ask whether comity nonetheless forbids interference. The Court rejected that architecture. In this field, the concept of “sufficient interest” is the doctrinal expression of comity’s constraint: the question is whether the English interest/connection is sufficient to justify the interference which comity would otherwise discourage.

Phillips LJ anchored this in Airbus Industrie v Patel: Lord Goff described comity as requiring sufficient interest/connection to justify the “indirect interference” inherent in an anti-suit injunction. The Court treated later authority as consistently using “sufficient interest” in that comity-laden sense, not as a free-standing element.

C. Why the Russian proceedings (including against the Russian affiliate) could be found vexatious and oppressive

VTB’s Ground 2 tried to isolate the affiliate claim as a purely domestic Russian tort claim between Russian parties, not breaching any arbitration agreement and not directly violating UK sanctions. The Court held that this was an unrealistically narrow characterisation that ignored substance and purpose.

On the judge’s findings (not disturbed on appeal), the Russian claims:

• were in substance attempts to recover sums said to be due under English-law contracts;
• were designed to circumvent London arbitration and the English-law framework the parties selected;
• were part of a sanctions-response scheme that imposed group-wide liability, disregarded privity/corporate personality, and displaced chosen foreign law;
• thereby sought an illegitimate juridical advantage by obtaining payment in a forum applying special rules responsive to sanctions, rather than the contractually agreed arbitral forum applying English law.

The Court of Appeal accepted that, in this setting, England had a sufficient interest to act. It further accepted the Commercial Court’s evaluative approach to comity: the nature and purpose of the Russian mechanisms (as found) reduced the weight to be given to non-interference concerns, while the targeted undermining of London arbitration and the UK sanctions regime increased England’s justifying interest.

The Court also addressed the practical position of the Russian affiliate: as a Russian company with assets in Russia, and in the shadow of Russian anti-suit measures, it may have limited practical ability to “insist” on London arbitration (even if contractually entitled). The injunction’s function was therefore not dependent on that affiliate’s assertiveness, but on preventing the claimant from using that entity as the lever to defeat the overall dispute-resolution and sanctions framework.

3.3 Impact

• Doctrinal clarification on comity: the judgment tightens the conceptual structure for vexatious-and-oppressive anti-suit relief. Parties resisting injunctions will find it harder to argue that comity is a separate, overriding “second stage” once sufficient interest is shown; the debate is folded into whether the interest is “sufficient” to justify interference.
• Strengthened protection for arbitration ecosystems in sanctions-linked disputes: where foreign proceedings are framed as tort/group-liability claims but are, in substance, a route to recover contract debts frozen by sanctions and to avoid the agreed arbitral forum, English courts are likely to view them as paradigmatically vexatious/oppressive—particularly when the foreign law tools are designed to neutralise sanctions and forum clauses.
• Contract drafting and group structures: the Court’s endorsement of affiliate-benefit arbitration clauses in general terms (and its rejection of “product contract priority” as a third-party rights killer) encourages careful use of third-party enforcement language to prevent “affiliate-suing” strategies.
• Litigation strategy: claimants may face injunction risk even when suing a local group company in its home forum if the claim’s real object is to pressure payment of English-law debts subject to London arbitration/sanctions constraints.

4. Complex concepts simplified

• Anti-suit injunction: an order telling a party subject to the English court’s jurisdiction not to start or continue proceedings in a foreign court. It is directed to the party, not the foreign court.
• Vexatious and oppressive proceedings: foreign proceedings that are unfairly burdensome, abusive, or pursued for an improper tactical advantage—commonly where they duplicate, undermine, or evade agreed dispute resolution or applicable law.
• Comity: respect for foreign courts and their processes. Because anti-suit injunctions interfere indirectly with foreign proceedings, English courts act with caution and only where England’s connection/interest is strong enough.
• “Sufficient interest”: the required strength of England’s connection to the dispute to justify granting an anti-suit injunction despite comity. This case confirms it is the comity test expressed in practical form.
• Affiliate third-party rights: contract terms can allow a defined group company (an “Affiliate”) to enforce specified provisions (like an arbitration clause) even if it did not sign the contract, typically via the Contracts (Rights of Third Parties) Act 1999.
• “Conflict” between clauses: two clauses conflict only if they cannot sensibly operate together. A later clause that adds rights for a third party does not necessarily contradict an earlier clause governing only the original parties.

5. Conclusion

JP Morgan Securities Plc & Ors v VTB Bank PJSC [2026] EWCA Civ 589 confirms a robust English response to foreign proceedings deployed to bypass London arbitration and the practical effects of UK sanctions. It clarifies that “sufficient interest” is not a separate factor to be balanced against comity but the way comity’s restraint is applied in vexatious-and-oppressive anti-suit cases. It also strengthens the contractual effectiveness of affiliate-enforcement arbitration clauses, rejecting attempts to use product-contract “priority” provisions to neutralise those protections.