signaturesetr.blogg.se - 768 civilization v

768 CIVILIZATION V PROFESSIONAL
768 CIVILIZATION V SERIES

In that event the result may be that either clause can apply rather than one clause to the exclusion of the other.

The language and surrounding circumstances may, however, make it clear that a dispute falls within the ambit of both clauses.

The starting presumption will therefore be that competing jurisdiction clauses are to be interpreted on the basis that each deals exclusively with its own subject matter and they are not overlapping, provided the language and surrounding circumstances so allow.

It is recognised that sensible business people are unlikely to intend that similar claims should be the subject of inconsistent jurisdiction clauses.

768 CIVILIZATION V SERIES

Where the jurisdiction clauses are part of a series of agreements they should be interpreted in the light of the transaction as a whole, taking into account the overall scheme of the agreements and reading sentences and phrases in the context of that overall scheme.A broad, purposive and commercially-minded approach is to be followed.

The starting point is that a jurisdiction clause in one contract was probably not intended to capture disputes more naturally seen as arising under a related contract.

Having reviewed the authorities, the Court of Appeal summarised the approach to be taken where the parties’ overall contractual arrangements contain two competing jurisdiction clauses: The present appeal concerned TRM’s challenge to the English jurisdiction and the question of under which agreement and jurisdiction clause BNPP’s claims for declaratory relief in respect of the Swaps fell. Upon deterioration of the parties’ commercial relationship, proceedings were issued in both the English and Italian courts. In turn, the Schedule expressly provided for the recognition that the agreement was made in connection with the FA, and in the event of conflict, the provisions of the FA would prevail. The ISDA Master was governed by English law with a jurisdiction clause in favour of the English courts, however, also provided that in the event of inconsistency with the Schedule, the Schedule would prevail. TRM therefore entered into a Swap Agreement, documented by an ISDA Master and Schedule, with BNPP, acting through its Paris office, as the Hedging Bank. The FA provided for a floating interest rate, against which TRM was obliged to hedge. The FA was governed by Italian law and included an exclusive jurisdiction clause in favour of the Court of Turin. BNPP was party to the FA through its Milan branch as Mandated Lead Arranger, Lending Bank and Agent Bank. TRM subsequently entered into a Financing Agreement (‘the FA’) with a syndicate of lenders. For this purpose, TRM initiated a tender process for financing in which the respondent-claimant, ‘BNPP,’ was ultimately successful. The appellant-defendant, ‘TRM’ was an Italian project company in receipt of a concession to design, build and operate a power plant in Turin, Italy. One commercial relationship in fact, two contracts in law: the Court of Appeal considers which agreement governs which disputes when the parties’ overall contractual arrangements contain competing Jurisdiction Clauses.

768 CIVILIZATION V PROFESSIONAL

Professional Liability – Property TransactionsīNP Paribas SA v Trattamento Rifiuti Metropolitani SPA (Rev 1) EWCA Civ 768.Financial professionals, insolvency professionals, directors & officers.Contentious Probate & Inheritance Act claims.Professional liability construction professionals.Companies, joint ventures & partnerships.