Case Alert ‐ [2017] EWHC 2401 ﴾Comm﴿ 

Whether non-party bound by jurisdiction clause

When construing exclusive jurisdiction clauses, there is a presumption under English law in favour of "one-stop shopping" for dispute resolution. The principle underlying that presumption is that reasonable businessmen who have agreed a regime for dispute resolution in connection with their contract are unlikely to have intended that some disputes, depending on their nature, might fall to be treated by different tribunals. However, in this case, the chosen forum (England) could not exercise jurisdiction over the claim as a whole, and so the judge held that the presumption did not assist.

The judge went on to consider whether the English jurisdiction clause could be enforced in relation to proceedings against persons who are not a party to the agreement. There is conflicting caselaw commentary on this point and the judge concluded that "Whether an exclusive jurisdiction clause should be understood to oblige a contractual party to bring claims relating to the contract in the chosen forum even if the claim is one against a non-contracting party, requires a consideration of the contract as a whole including not just the language used in the exclusive jurisdiction clause but also all other terms in the contract that may shed light on what the parties are likely to have intended".

The one-stop presumption cannot apply with the same force when considering claims brought by or against non-parties. In fact, absent "plain language to the contrary", the contracting parties are likely to have intended to neither benefit nor prejudice the non-parties. On the facts of the case, the scope of the exclusive jurisdiction clause here did not extend to claims against non-parties.