When a Contract Is “Concluded” Anew for CJJA Consumer Jurisdiction: Only Variations Creating a New Legal Relationship Qualify

1) Introduction

Alesayi v Bank Audi SAL [2026] EWCA Civ 551 is a post‑Brexit Court of Appeal decision on the meaning of “contract concluded” in the UK’s retained consumer-jurisdiction regime in the Civil Jurisdiction and Judgments Act 1982 (“CJJA”), specifically ss 15B and 15E. Those sections were enacted to replicate (not expand) the consumer jurisdiction rules formerly found in Articles 17–19 of Regulation (EU) No 1215/2012 (the “Recast Regulation”).

The claimant (a wealthy individual who nonetheless was accepted to be a “consumer” for these purposes) sought an order compelling a Lebanese bank to execute international transfers totalling about US$24m from accounts in Lebanon to Geneva. The bank challenged the English court’s jurisdiction under CJJA ss 15B/15E.

The jurisdictional outcome turned on timing: the consumer gateway required that, at the time the relevant “consumer contract” was concluded, the consumer was domiciled in the UK and the bank was carrying on (or directing) relevant activities to the UK. The bank said the contract was concluded when the relationship began in 1994; the consumer said it was concluded when a comprehensive suite of new banking terms was signed in 2016.

Key issue

What changes to an existing consumer contract are sufficient to mean that a new contract is “concluded” for the purposes of CJJA ss 15B/15E?

2) Summary of the Judgment

The Court of Appeal (Popplewell LJ giving the leading judgment; Peter Jackson LJ and Zacaroli LJ agreeing) dismissed the bank’s appeal and upheld jurisdiction in England.

The Court held that, for CJJA ss 15B/15E, a contract is “concluded” anew only where a mutually agreed variation is of such magnitude that it creates a new legal relationship, so that the initial contract is to be regarded as replaced by a new contract. The Court adopted the approach articulated by the CJEU in Hellenic Republic v Nikiforidis (Case C-135/15), even though that case concerned the temporal application of the Rome I Regulation rather than jurisdiction.

On the facts, the 2016 documentation was not a minor update: it comprehensively restated and replaced the parties’ legal relationship across multiple account types and potential products, introduced significant new rights and obligations, and therefore amounted (in substance) to a newly concluded contract in 2016 for CJJA purposes.

3) Analysis

3.1 Precedents cited and how they shaped the decision

(A) The post‑Brexit interpretive frame: EU-autonomous meaning preserved

  • Soleymani v Nifty Gateway LLC [2022] EWCA Civ 1297 [2023] 1 WLR 436: The Court reiterated that CJJA ss 15B–15E were intended to adopt and retain the Recast Regulation’s consumer rules, not to expand them. Accordingly, terms like “concluded” are to be construed as autonomous EU law concepts, not by domestic contract-law notions.

(B) Consumer gateway elements (timing and domicile)

  • mBank S.A. v PA (Case C-98/20) [2020] I.L.Pr 37: Supported the agreed proposition that the consumer must be domiciled in the forum state at the time proceedings are commenced, while the “consumer contract” status and activity conditions look back to the time the contract was concluded.

(C) “Directed activities” does not require causation

  • Emrek v Sabranovic (Case C-218/12) [2014] Bus LR 104: Used to illustrate that the “directing activities” condition can be met even without any causal connection between the directed activity and how the consumer came to contract. This mattered to the Court’s rejection of simplistic “consumer protection always favours X threshold” arguments, because the activity condition may be satisfied (or not) for reasons unrelated to the particular dealing.

(D) “Strict interpretation” properly understood

  • Gruber v BayWa AG Case C-464/01 [2006] QB 204: The bank relied on Gruber for the idea that consumer rules are derogations and must be strictly construed. The Court clarified that the point is not an overarching hostility to consumer jurisdiction, but ensuring the derogation is applied within its intended scope—particularly where the claimant is not genuinely the weaker party (as in Gruber’s mixed private/commercial purpose).

(E) The core authority on “concluded” after variation

  • Hellenic Republic v Nikiforidis (Case C-135/15), [2016] I.L.Pr N 39: Though decided under the Rome I Regulation, Nikiforidis provided a closely analogous interpretation of “contracts concluded on or after [a date]”. The CJEU held that minor variations are insufficient; only a variation “of such magnitude” that it creates a new legal relationship and replaces the initial contract can qualify as a new contract concluded after the relevant date. The Court of Appeal adopted this as the governing test for CJJA ss 15B/15E.

(F) Banking context and prior High Court treatment

  • Khalifeh v Blom Bank SAL [2021] EWHC 3399 (QB): Foxton J rejected the proposition that any variation triggers a new “date of conclusion” under Rome I, warning of chaos and unpredictability, and suggested only complete restatements / “akin to novation” situations might qualify. The Court of Appeal treated Foxton J’s reasoning as consistent with the Nikiforidis approach and endorsed the emphasis on predictability.
  • Manoukian v Société Générale de Banque au Liban SAL and Bank Audi SAL [2022] EWHC 669 (QB): Relevant to the substantive banking dispute (construction of bank terms said to permit international transfers) but not determinative of the jurisdiction question. It provided context showing why the claimant pleaded an “International Transfer Right”.

(G) Jurisdiction methodology: construction vs application; “good arguable case”

  • EF Hutton & Co (London) Ltd v Mofarrij [1989] 1 WLR 488: Cited for the proposition that the meaning of a jurisdictional gateway is a question of law for the court, not a matter of whether the claimant has a good arguable case on the gateway’s interpretation.
  • Brownlie v Four Seasons Inc [2017] UKSC 80 [2018] 1 WLR, Goldman Sachs International v Novo Banco SA [2018] UKSC 34 [2018] 1 WLR 3683, Kaefer Aislamientos SA de CV v AMS Drilling Mexico SA de CV [2019] EWCA Civ 1 [2019] 1 WLR 3514: These authorities informed the Court’s separation of (i) legal interpretation of the gateway (decided finally) from (ii) factual application (good arguable case standard) and the appellate restraint owed to evaluative fact-assessments.

(H) Other cited material

  • Cobalt Data Centre 2 LLP v Revenue and Customs Commissioners [2024] UKSC 40 [2024] 1 WLR 5213: Raised by the bank below to support an English-law novation/intention analysis; ultimately sidelined because the Court held the question is autonomous EU law, not domestic contract doctrine.
  • AY v Liechtensteinische Landesbank (Osterreich) AG (C-279/24) [2026] I.L.Pr. 5 (noted at “AG 43”): Mentioned for the harmonisation rationale between Rome I and Brussels/Recast instruments.

3.2 Legal reasoning

(1) The interpretive starting point: “concluded” is not domestic contract law

The Court stressed that “concluded” in CJJA s 15E is an EU-autonomous concept (reinforced by s 15E(2)’s instruction to have regard to CJEU decisions and reports). This displaced both:

  • English-law novation concepts focused on the parties’ intention to rescind/replace; and
  • a purely factual “real world”/operational continuity test divorced from the legal relationship created by the terms.

(2) Predictability drives the threshold

Drawing on jurisdictional recitals in the Recast Regulation (predictability; defendant domicile as the general rule; consumer protection as a defined derogation), the Court reasoned that a test requiring only “minor” or even “material” changes would produce uncertainty: parties would not know whether a later tweak to fees, reporting, or process had silently shifted the jurisdictional regime by resetting the “date of conclusion”.

(3) Adoption of the Nikiforidis “new legal relationship” standard

The Court adopted, for CJJA ss 15B/15E, the Nikiforidis standard: only variations “of such magnitude” that they do not merely update/amend but instead create a new legal relationship replacing the old one result in a new contract being “concluded”.

The Court gave several harmonisation reasons for aligning the meaning across the Recast jurisdiction regime and the Rome I proper-law regime, including: consistent language, express policy of consistency (Rome I recital 24), and interaction between forum/jurisdiction and applicable law (including Rome I Articles 9 and 21).

(4) Rejection of alternative, lower-threshold tests

  • “New term sued on” is enough: rejected as inconsistent with the statutory language (focus on concluding a contract, not litigating a term) and because it would make trivial changes jurisdiction-shifting if they became relevant in a dispute.
  • Any “material” change is enough: rejected as an importation of domestic notions and a recipe for uncertainty; “material variation” is not naturally described as “concluding” a contract.
  • English-law novation is required: rejected as form/intention-focused and inconsistent with autonomous EU-law substance.

(5) Application to the 2016 banking documentation

Upholding the first-instance evaluative assessment, the Court held that the 2016 suite amounted (at least to a good arguable case on facts) to a new legal relationship, emphasising:

  • Prior to 2016, express terms existed only for a passbook savings account; other accounts largely operated on implied Lebanese-law incidents. The 2016 terms were comprehensive and covered the relationship across account types.
  • The 2016 documentation was structured as a single integrated agreement (General Terms plus appended agreements; consolidation/set-off concepts treating sub-accounts as one).
  • Replacement effect: portfolio terms expressly superseded prior agreements on their subject matter, and in substance the suite displaced implied terms.
  • Wide-ranging new obligations/rights (liability limitations, set-off/consolidation, interest discretion, statement conclusivity windows, secrecy waivers).
  • Expanded scope to additional products/services (portfolio investments; FX/option transactions), relevant because the framework’s scope—not whether the consumer actually used every product—was what the parties had agreed.
  • The “Professional Client Consent” altered the regulatory treatment and suitability/advice expectations in dealings going forward.

The bank’s characterisation of the 2016 exercise as mere “routine” administrative updating did not answer the legal question: the objective legal effect of the signed documents was a significant reshaping of the parties’ legal relationship.

3.3 Impact

(A) A clearer threshold for “re-conclusion” of consumer contracts under CJJA

The decision supplies an operative test for a question that is likely to recur in post‑Brexit consumer claims, especially in long-running relationships (banking, platform services, telecoms, subscription contracts) where periodic “updated terms” are common.

(B) Banking and “updated terms” exercises

Banks and other financial institutions frequently implement whole-suite re-papering (often driven by compliance/regulatory change). This case indicates that where re-papering substantially replaces the prior legal framework, it can reset the “conclusion” date for consumer-jurisdiction purposes—potentially enabling UK-domiciled consumers to sue in England where the activity condition is met at the re-papering date.

(C) Litigation dynamics in Lebanon-related bank disputes

For disputes arising from the Lebanese financial crisis, the case shows that English jurisdiction may turn not only on historic account opening, but also on later documentation drives (KYC refreshes, new general terms, portfolio mandates, professional-client consents). Claimants and defendants will likely focus intensely on documentary “re-set” moments.

(D) Methodological impact: construction finally determined; facts on a “good arguable case” basis

The Court reinforced a disciplined approach to jurisdiction gateways: the legal meaning of the gateway is not assessed on an arguable basis; only its satisfaction on facts is. This has broader significance for CJJA consumer disputes and jurisdiction disputes generally.

4) Complex concepts simplified

Autonomous EU-law meaning (even after Brexit)

Although the UK has left the EU, CJJA ss 15B/15E deliberately copy EU consumer jurisdiction rules. The court therefore interprets key terms by reference to EU case law and principles to preserve equivalence, rather than using purely English contract-law categories.

“Contract concluded” vs “contract varied”

Many contracts are amended without becoming “new contracts”. Under this decision, a contract is “concluded” anew only if the amendment is so extensive that it effectively replaces the old legal relationship with a new one.

Novation (and why it is not the test)

In English law, “novation” typically means extinguishing an old contract and replacing it with a new one (often requiring clear intention). The Court of Appeal treated “novation-like” language as potentially descriptive, but insisted the statutory test is broader and substance-driven: what matters is whether the legal relationship is replaced, not whether English-law novation formalities or intentions are shown.

“Directed activities” without causation

A trader can “direct” activities to the UK (for example, via a UK-facing website or other outreach) even if the consumer did not rely on that activity when contracting. This can make jurisdiction depend on broader business footprints, not the specific sales interaction.

“Good arguable case” in jurisdiction challenges

On disputed facts, the claimant need not prove jurisdiction on the balance of probabilities at this stage; they must show a “good arguable case”. But the meaning of the jurisdiction rule itself is not decided on that lower standard: the court decides the correct legal test definitively.

5) Conclusion

Alesayi v Bank Audi SAL [2026] EWCA Civ 551 establishes that, for CJJA consumer jurisdiction, a contract is “concluded” anew only where a mutually agreed variation is so extensive that it creates a new legal relationship replacing the old one. The Court aligned CJJA ss 15B/15E with the CJEU’s approach in Hellenic Republic v Nikiforidis (Case C-135/15), prioritising predictability and substance over domestic-law labels such as novation or over fact-based assertions that nothing “really changed” operationally.

Practically, parties in long-running consumer relationships should treat comprehensive re-documentation as a potential jurisdictional reset point, and plead/prove with care whether the later terms merely update the relationship or replace it in law.