Google LLC & Anor v NAO Tsargrad Media & Ors

Factual and Procedural Background

The Claimants, Company A and its affiliate Company B, seek final relief against three Defendants referred to as Defendant 1, Defendant 2, and Defendant 3. The primary relief sought is an anti-enforcement injunction (AEI) and ancillary anti-anti-suit injunction (AASI) to prevent recognition or enforcement of a series of judgments issued by Russian courts ("Russian Judgments") outside Russia. The Russian proceedings were initiated and pursued allegedly in breach of exclusive English jurisdiction or arbitration agreements. These judgments resulted in the seizure of assets worth over £50 million belonging to a subsidiary of Company A ("Company A Russia"). The Defendants have also initiated enforcement attempts of the Russian Judgments in various jurisdictions globally.

The Defendants argue that, except for one instance, the Russian proceedings did not breach exclusive jurisdiction or arbitration clauses, that the Claimants submitted to the Russian courts' jurisdiction, and that relief should be refused due to delay. The court concluded in favor of the Claimants, granting the requested final anti-enforcement injunction and ancillary relief.

Legal Issues Presented

1. Whether the Russian proceedings were brought in breach of exclusive English jurisdiction or arbitration agreements.
2. Whether the Claimants submitted to the jurisdiction of the Russian courts, thereby waiving their rights under the jurisdiction clauses.
3. Whether delay by the Claimants in seeking injunctive relief bars or affects the grant of anti-enforcement injunctions.
4. The interpretation and effect of the YouTube jurisdiction clause, particularly whether it is exclusive or non-exclusive jurisdiction.
5. The appropriateness of granting anti-enforcement and anti-anti-suit injunctions in the context of enforcement of foreign judgments obtained in breach of exclusive jurisdiction or arbitration agreements.

Arguments of the Parties

Claimants' Arguments

• The Russian proceedings and judgments were brought and obtained in breach of exclusive English jurisdiction or arbitration agreements.
• Anti-suit injunctions would have been futile due to the Russian courts' disregard of English jurisdiction clauses pursuant to Russian procedural law (Article 248.1 of the Arbitrazh Procedural Code).
• The Claimants did not submit to Russian jurisdiction as their participation was limited to jurisdictional objections and was required by Russian procedural rules.
• The enforcement attempts outside Russia are at an early stage, and the Claimants acted promptly upon becoming aware of them.
• The astreinte penalties imposed by the Russian courts are unprecedented in magnitude and penal in nature, justifying injunctions to prevent enforcement abroad.
• The YouTube jurisdiction clause is an exclusive English jurisdiction clause, with only a limited exception for mandatory local law, which does not apply here.
• Anti-enforcement injunctions are appropriate to protect contractual rights and prevent vexatious enforcement efforts abroad.

Defendants' Arguments

• The Russian proceedings were mostly not in breach of exclusive jurisdiction or arbitration agreements.
• The Claimants submitted to Russian jurisdiction by participating fully in the Russian proceedings and appealing on the merits, thus waiving their jurisdictional objections.
• Relief should be refused due to delay in seeking injunctions.
• The YouTube jurisdiction clause provides for non-exclusive jurisdiction, allowing Defendants to sue in Russia under the second paragraph concerning mandatory local law.
• Article 248.1 of the Russian Arbitrazh Procedural Code creates exclusive jurisdiction for Russian courts over disputes involving sanctioned persons, effectively overriding foreign jurisdiction agreements.

Table of Precedents Cited

Court's Reasoning and Analysis

The court analysed the contractual framework, noting that the agreements between the parties contained exclusive English jurisdiction or arbitration clauses, except the YouTube Terms of Service clause, which the court interpreted as exclusive English jurisdiction subject to a narrow mandatory law exception not engaged here.

The court examined the Russian proceedings and the introduction of Article 248.1 of the Russian Arbitrazh Procedural Code, which grants Russian courts exclusive jurisdiction over disputes involving sanctioned persons, effectively allowing them to override foreign jurisdiction agreements at the sanctioned party's option. However, this provision does not prevent such parties from suing or enforcing judgments abroad if they do not object to foreign jurisdiction.

The court accepted expert evidence that the Claimants did not submit to Russian jurisdiction because Russian procedural rules required them to argue the merits alongside jurisdictional objections to avoid abandonment of their claims. The Claimants' participation was consistent with maintaining jurisdictional challenges.

Delay and comity were carefully considered. The court accepted that the Claimants acted reasonably and promptly once enforcement proceedings abroad commenced, and that anti-suit injunctions would have been futile given Russian courts' disregard of English jurisdiction clauses and the aggressive enforcement strategy by the Defendants.

The court noted the unprecedented and exorbitant nature of the astreinte penalties imposed by the Russian courts, which justified intervention to prevent enforcement outside Russia.

Applying established principles, the court recognized that anti-enforcement injunctions are rare and require clear justification due to comity concerns, but that breach of exclusive jurisdiction or arbitration agreements can justify such relief. The court found this case exceptional given the circumstances, including the magnitude of penalties, breach of contractual forum agreements, and the early stage of foreign enforcement proceedings.

The court also considered the risk of foreign anti-suit injunctions against the English court's jurisdiction and concluded that ancillary anti-anti-suit injunction relief was appropriate to protect its jurisdiction.

Holding and Implications

The court granted final anti-enforcement injunctions and any appropriate ancillary relief.

The injunctions restrain the Defendants from pursuing enforcement of the Russian Judgments outside Russia, thereby protecting the Claimants' contractual rights under exclusive English jurisdiction and arbitration clauses. The decision prevents enforcement of exorbitant and penal astreinte penalties abroad at an early stage of foreign enforcement actions. No new legal precedent was established beyond the application of existing principles to the exceptional facts of this case. The ruling underscores the English courts' willingness to grant anti-enforcement injunctions in cases involving breach of exclusive jurisdiction agreements and extraordinary enforcement measures, while balancing considerations of comity and delay.