In (1) Standard Bank Plc (2) Standard Bank Group Ltd v (1) Agrinvest International Inc (2) Charles Chawafaty (3) Cairo Phoenix Foreign Trade Centre – Lawtel 14.11.07 the Commercial Court heard a dispute under a master sale agreement governed by English law. Under clause 19.2 of the agreement the parties irrevocably submitted to the jurisdiction of the English courts and irrevocably agreed that all claims "may be heard and determined in any such court".
The Claimant brought proceedings in England. The First Defendant then issued a motion in the US Court and various Defendants also brought proceedings in Egypt. The Claimant submitted that the jurisdiction clause in the master sale agreement was an exclusive English jurisdiction clause; that the First Defendant's proceedings should accordingly be restrained; the claims by the other defendants in Egypt were unconscionable or vexatious and oppressive; and the court should make declarations of non-liability.
It was held that clause 19.2 of the master sale agreement was an exclusive jurisdiction agreement. The first limb of clause 19.2 imposed an intransitive obligation to submit to the jurisdiction of the English courts. However, the second limb of clause 19.2 lent itself to a transitive construction, namely, a mutual obligation to submit all disputes relating to the agreement to the English courts. In the context it was difficult to think of a reason why the parties would have agreed to non-exclusive English jurisdiction. The use of the word "irrevocably" was suggestive of obligation rather than of option. Once one party had decided that a dispute was to be referred to the English court the other party was bound, because he irrevocably agreed, to submit that dispute to the English court.
As regards the claimants in Egypt who were not parties to the master sale agreement, the basis of an injunction in their case had to be that the proceedings in Egypt were unconscionable or vexatious and oppressive