Factual and Procedural Background
This judgment concerns the continuation and amendment of two interim anti-suit injunctions granted against Defendant in relation to third party proceedings brought by Defendant in Singapore against Claimant A and Claimant B. The third party proceedings arise from a primary claim by Company C against Defendant in Singapore, which has since been discontinued, though the third party proceedings remain extant. The claims involve a CIF contract of sale, a voyage charterparty, a voyage sub-charter, switch bills of lading, letters of indemnity, and jurisdiction clauses.
On 5 February 2016, Claimant A voyage chartered a vessel from Defendant under a charterparty containing an exclusive English jurisdiction clause. On the same day, Claimant A sub-chartered the vessel to Claimant B under a contract also governed by English law with similar jurisdiction provisions. Subsequently, Claimant B sold cargo to Company C under a CIF contract. Switch bills of lading were issued, incorporating the terms of the charterparty, and letters of indemnity governed by English law with submission to the English High Court jurisdiction were provided.
Company C brought proceedings in Singapore against Defendant alleging fraudulent or negligent misrepresentations in the switch bills of lading. Defendant defended and initially challenged Singapore jurisdiction but later submitted to it. Defendant then issued third party proceedings in Singapore against Claimant A and Claimant B seeking indemnity or contribution for any liability arising from Company C's claim. Claimant A and Claimant B applied for and were granted interim anti-suit injunctions restraining Defendant's third party claims in Singapore, which are now under review.
Legal Issues Presented
- Whether Claimant A is entitled to an interim anti-suit injunction preventing Defendant's letter of indemnity claim against Claimant A proceeding in Singapore.
- Whether Claimant B is entitled to an interim anti-suit injunction preventing Defendant's tortious misrepresentation claims against Claimant B proceeding in Singapore.
- Whether Claimant A is entitled to an interim anti-suit injunction preventing Defendant's tortious misrepresentation claims against Claimant B proceeding in Singapore.
Arguments of the Parties
Claimants' Arguments
- Claimant A relies on the exclusive jurisdiction clause in the charterparty, contending that Defendant’s claims arising under the letter of indemnity are subject to English jurisdiction and thus proceedings in Singapore breach that clause.
- Claimant B submits that no contractual basis exists for an anti-suit injunction because there is no direct contract between Claimant B and Defendant but argues the injunction should be granted on the basis that the Singapore proceedings are vexatious or oppressive, given England is the natural forum and to avoid forum-fragmentation.
- Claimants seek amendments to their statements of case to reflect the claims as limited by Defendant’s amended third party claims and to seek declarations of non-liability in respect of alleged misrepresentations.
Defendant's Arguments
- Defendant accepts the exclusive jurisdiction clause applies to claims against Claimant A under the charterparty but contends that its amended claims narrow the scope such that the anti-suit injunctions should be fundamentally amended rather than continued as before.
- Defendant asserts that the tortious misrepresentation claim against Claimant B is not subject to the charterparty jurisdiction clause and challenges the jurisdiction of the English court to grant declarations sought by Claimants.
- Defendant argues that the claims it pursues in Singapore are distinct and not barred by the English jurisdiction clauses.
Table of Precedents Cited
| Precedent |
Rule or Principle Cited For |
Application by the Court |
| Aggeliki Charis Compania Maritima SA v Pagnan SpA, The Angelic Grace [1995] 1 Lloyd's Rep 87 |
Grounds for granting anti-suit injunctions, discretionary nature under Senior Courts Act 1981 s 37(1). |
Established the framework for anti-suit injunctions restraining foreign proceedings. |
| Donohue v Armco Inc [2001] UKHL 64 |
Enforcement of exclusive jurisdiction clauses and anti-suit injunctions restraining tort proceedings against co-tortfeasors including third parties. |
Guided interpretation of jurisdiction clauses extending to tort claims against non-contracting parties and conditions for injunctions. |
| Credit Suisse First Boston (Europe) Ltd v MLC (Bermuda) Ltd [1999] 1 Lloyd's Rep 767 |
Interpretation of overlapping jurisdiction clauses and their application. |
Supported the approach that jurisdiction clauses closer to the claim should apply consistently. |
| Cavendish Square Holding BV v Joseph Ghossoub [2017] EWHC 2401 |
Interpretation of exclusive jurisdiction clauses in relation to claims against third parties. |
Held that absent clear wording, jurisdiction clauses do not extend to claims against non-contracting third parties. |
| Rolls-Royce plc v Unite the Union [2009] EWCA Civ 387 |
Principles governing declaratory relief including negative declarations. |
Provided guidance on when negative declarations may be granted and the court’s discretionary power. |
| Milebush Properties Ltd v Tameside MBC [2011] EWCA Civ 270 |
Clarification of the scope of declaratory relief, including rights or obligations not vested in parties before the court. |
Supported granting declarations where parties have legitimate interest and the relief serves a practical purpose. |
| Messier-Dowty Ltd v Sabena SA (No 2) [2000] 1 WLR 2040 |
Use and limits of negative declarations in commercial disputes. |
Confirmed the utility of negative declarations in achieving justice within proper bounds of discretion. |
Court's Reasoning and Analysis
The Court first identified the applicable legal principles for anti-suit injunctions: they may be granted where foreign proceedings breach an exclusive jurisdiction clause or where such proceedings are vexatious or oppressive and England is the natural forum. The Court applied a modern, contextual and objective approach to contractual interpretation to determine whether jurisdiction clauses extended to the claims in question, including tort claims against third parties.
Regarding Claimant A's letter of indemnity claim, the Court found that the exclusive jurisdiction clause in the charterparty applied consistently with the indemnity letter clause, and no strong reasons existed to deny an anti-suit injunction restraining Defendant's Singapore proceedings.
For Claimant B, no contractual basis existed for an injunction because no contract with Defendant existed. However, the Court exercised discretion to grant an injunction on the basis that the Singapore proceedings were vexatious or oppressive, considering the strong connection to the English jurisdiction clauses and the need to avoid forum-fragmentation. The Court noted Defendant’s procedural manoeuvre to sue only Claimant B in tort to evade the jurisdiction clause, which justified the injunction.
On whether Claimant A should be granted an injunction to restrain Defendant's tort claims against Claimant B, the Court recognized the complexity of contractual interpretation but declined to decide the issue, as the decision on the previous issue rendered it unnecessary.
Regarding amendments to the parties' statements of case, the Court applied established principles on declaratory relief, including negative declarations, and granted permission to both Claimants to amend their pleadings. The Court rejected Defendant's jurisdictional challenge to these amendments based on procedural rules permitting related claims to be served out of jurisdiction when arising from the same or closely connected facts.
Holding and Implications
The Court's final rulings are as follows:
(i) Claimant A is entitled to an interim anti-suit injunction preventing Defendant's letter of indemnity claim against Claimant A proceeding in Singapore.
(ii) Claimant B is entitled to an interim anti-suit injunction preventing Defendant's tortious misrepresentation claims against Claimant B proceeding in Singapore.
(iii) Permission is granted to Claimant A to amend its statement of case to seek a declaration that Claimant B has no liability to Defendant for the alleged misrepresentations.
(iv) Permission is granted to Claimant B to amend its statement of case to include a declaration of non-liability.
DISPOSED OF: The applications by Claimant A and Claimant B to amend and continue the anti-suit injunctions succeed; Defendant's applications challenging jurisdiction and seeking to vary the injunctions fail.
The decision directly affects the parties by maintaining anti-suit injunctions to centralize related claims in England and permitting amendments to clarify issues of liability. No new legal precedent was established beyond the application of existing principles on anti-suit injunctions, contractual interpretation, and declaratory relief.