Contracts

first_img The applicant (X) applied for a declaration that the English court had no jurisdiction to hear a claim brought by the respondent (C). C and X were domiciled in Switzerland and carried on business as oil traders in Geneva. They had entered into an oral joint venture agreement in relation to the supply of oil. Two sales contracts were subsequently entered into, which provided that they would be governed and construed in accordance with English law. C issued claims for profit and damages in England. X denied that the English court had jurisdiction. C contended that the court had jurisdiction to hear the claims under article 17 of the Lugano Convention 1988, as the parties had agreed under the sales contracts that the courts of England should have jurisdiction. C submitted that there was no inconsistency between the sales contracts and the joint venture agreement as the joint venture agreement had contained no jurisdiction clause. Alternatively, C argued that it was expressly agreed that the joint venture agreement should be subject to English law and jurisdiction or that it contained an implied term to that effect. Held: (1) C’s claims did not fall within the jurisdiction clauses of the sales contracts. The burden was on C to demonstrate that it was subject to the consensus that the English courts had jurisdiction. The jurisdiction clauses in the sales contracts had to be construed against the background of the joint venture agreement. The agreement and the sales contracts were distinct from each other. Given that the parties were in Geneva, it should not be assumed that the joint venture agreement should be governed by the subsequent clauses in the sales contracts. Accordingly, X was entitled to a declaration that the court did not have jurisdiction to determine any claim brought by C. (2) On the evidence, C had failed to prove that it had been expressly agreed that the joint venture agreement was governed by English law. Further, such a term could not be implied into the joint venture agreement. Declaration granted. Choil Trading SA v Addax Energy SA: QBD (Comm) (Mr Justice Field): 28 September 2009 David Lewis (instructed by Hill Dickinson) for the applicant; Geraldine Clark (instructed by Davies Johnson) for the respondent.center_img Agreements – Contracts – Joint ventureslast_img

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