Resolving Conflicting Jurisdiction Clauses in Multi-Agreement Structures: The Ferit Samuray v Maxim Asanov Decision [2025] CSOH 16

Introduction

The case of Ferit Samuray (Pursuer) against Maxim Asanov (Defender) before the Scottish Court of Session's Outer House ([2025] CSOH 16) presents a nuanced examination of jurisdictional conflicts arising from multiple contractual agreements between the same parties. Both parties were directors of Monitox Ltd, a Scottish company authorized by the Financial Conduct Authority (FCA) as an Electronic Money Institution. The dispute centers around a loan of €700,000 provided by the Pursuer to the Defender, secured by a pledge of the Defender's shares in Monitox Ltd.

The key legal issue pertains to conflicting jurisdiction clauses within two concurrent agreements: the Share Pledge and Loan Agreement (SPLA) governed by UK law and the Share Purchase Agreement (SPA) governed by Cypriot law. The Defender challenges the court's jurisdiction based on the SPA's exclusive jurisdiction clause favoring the Republic of Cyprus, while the Pursuer invokes the SPLA's non-exclusive jurisdiction clause favoring UK courts.

Summary of the Judgment

The Court, presided over by Lord Braid, methodically analyzed the jurisdictional provisions within both the SPLA and SPA. It was determined that the dispute primarily arises out of the SPLA, thus granting jurisdiction to the Scottish Court of Session as per clause 16 of the SPLA. The court rejected the Defender's argument that the SPA's exclusive jurisdiction clause should supersede the SPLA. Consequently, the court dismissed the Defender's plea of no jurisdiction and assigned a by-order hearing to regulate future procedures, reserving the expenses of the debate.

Analysis

Precedents Cited

The Judgment references several precedents to contextualize the current dispute:

Fiona Trust and Holding Corporation v Privalov [2007] UKHL 40: This case was cited to illustrate the principles of interpreting arbitration clauses within contracts, emphasizing the assumption that parties intend their agreements to be governed by a single tribunal unless explicitly stated otherwise.
Douglas v Glenvarigill Company Ltd 2009 SCLR 379: Quoted to highlight the commercially sensible notion of "one-stop adjudication," reinforcing the idea that conflicting jurisdiction clauses should default to a single, coherent forum to avoid multi-jurisdictional litigation.
EJR Lovelock Ltd v Exportles [1968] 1 Lloyds Rep 163: Discussed to exemplify the notion that irreconcilable jurisdiction clauses can render agreements void for uncertainty, although the court found that the clauses in the present case were not entirely irreconcilable.
Hrvatske Sume v BP (2021) C-242/20: Referenced regarding restitution claims closely linked to contractual relationships, although the court found this to be peripheral to the jurisdictional determination.

Legal Reasoning

The court's legal reasoning focused on several critical aspects:

Determining the Primary Agreement: The SPLA and SPA were analyzed to ascertain which agreement the dispute primarily arises from. The court noted that the Pursuer's claim for loan repayment under the SPLA took precedence over the SPA, which was more background in nature.
Integration of Agreements: Despite the SPLA's "Entire Agreement" clause, the court observed that both agreements were integral and not entirely superseding one another. The SPLA incorporated the SPA, suggesting co-existence rather than replacement.
Interpretation of Jurisdiction Clauses: Given that clause 16 of the SPLA granted non-exclusive jurisdiction to UK courts for disputes arising from the SPLA, and clause 14 of the SPA exclusively vested jurisdiction in Cypriot courts, the court had to determine which clause was applicable. The court concluded that the dispute arose out of the SPLA, thus invoking the SPLA's jurisdiction clause.
Practical Implications of Concurrent Jurisdiction: The court highlighted the impracticality of a 'two-stage' litigation process proposed by the Defender, which would necessitate resolving disputes in two different jurisdictions sequentially. This would lead to unnecessary complexity and expense.

Impact

This decision underscores the importance of clear contractual drafting, especially when multiple agreements are in play. It establishes a precedent that in cases where a primary agreement explicitly incorporates another, the jurisdiction clauses of the primary agreement take precedence when the dispute arises directly from it. This ruling discourages the potential for jurisdictional conflicts in multi-agreement structures and encourages parties to consider the harmonization of jurisdiction clauses to avoid litigation complexities.

Future cases involving conflicting jurisdiction clauses within multiple agreements can reference this decision to guide the determination of the applicable jurisdiction based on the primary source of the dispute.

Complex Concepts Simplified

The Judgment navigated several intricate legal concepts, which can be clarified as follows:

Jurisdiction Clause: A contractual provision that specifies which court or legal system will hear any disputes arising from the contract.
Non-Exclusive Jurisdiction: Allows parties to sue in multiple jurisdictions, providing flexibility in choosing the forum.
Exclusive Jurisdiction: Restricts parties to litigate disputes only in the specified jurisdiction, excluding all others.
Event of Default: A contractual term that details specific circumstances under which one party can be considered in breach of the contract, triggering certain remedies.
Entire Agreement Clause: A provision stating that the written contract is the complete and final agreement between the parties, superseding all prior negotiations or agreements.
Forum Non Conveniens: A legal doctrine allowing courts to dismiss a case if another court or forum is significantly more appropriate to hear the case.

Conclusion

The Ferit Samuray v Maxim Asanov decision serves as a pivotal reference in understanding how courts navigate conflicting jurisdiction clauses within multiple contractual agreements. By affirming the supremacy of the SPLA's jurisdiction clause, the Court emphasized the necessity for clear contractual intentions and coherence in jurisdictional provisions. This judgment not only provides clarity for similar future disputes but also reinforces the broader legal principle that the primary agreement's terms will generally guide jurisdictional determinations. Parties entering into multi-agreement frameworks should heed this ruling by meticulously drafting their jurisdiction clauses to prevent costly and complex legal battles across different jurisdictions.