Speed Investments Ltd & Anor v Formula One Holdings Ltd & Ors

Exclusive jurisdiction provisions concerning companies and public registers prevail over contractual jurisdiction clauses where the proceedings concern the composition of a company’s board or the validity of entries in its register of directors. The relevant subject matter is determined from the claim as pleaded, including its legal basis and the relief sought. A claim may have contractual background without being a contractual claim for jurisdictional purposes. Where the court second seised has exclusive jurisdiction under the Lugano Convention, it may determine its own jurisdiction despite the lis pendens rule. The English domestic rule for when a court is seised remains that established in Dresser UK Limited v Falcongate Freight Management Limited [1992] QB 502.

The claimants sought declarations concerning the directors of Formula One Holdings Ltd, rectification of its register of directors and a declaration concerning a board resolution. The dispute arose from the appointment of directors by Bambino Holdings Ltd and concerned whether earlier appointments had exhausted Bambino’s contractual and constitutional rights.

Bambino, a Jersey company, challenged jurisdiction under Council Regulation (EC) No 44/2001. The Argand defendants, domiciled in Switzerland, relied on the Lugano Convention and argued that Swiss proceedings were first seised. The central issues were whether the claims fell within the exclusive jurisdiction provisions concerning companies, company organs and public registers, and whether the English court could determine its jurisdiction despite the Swiss proceedings.

The jurisdiction challenges were dismissed.

1. The claim concerning the identity and composition of the board of Formula One Holdings fell within Article 22(2) of the Judgments Regulation. The board of directors is an organ of the company, and proceedings concerning the composition of that board fall within the core of the exclusive jurisdiction provision. The provision is narrowly construed, but applies where the subject matter concerns the company’s constitution, internal management or board composition.

2. The claim for rectification of the register of directors fell within Article 22(3). A company’s register of directors, required to be kept under section 288 of the Companies Act 1985 and open to public inspection, is a public register for this purpose.

3. The fact that the claims relied on the SLEC Shareholders Agreement did not make them contractual claims for jurisdictional purposes. The agreement was background to the dispute. The rights to appoint directors arose from the company’s articles of association, and the relief sought concerned the board’s composition and the register. An exclusive contractual jurisdiction clause therefore could not displace the exclusive jurisdiction conferred by Article 22 or Article 16 of the Lugano Convention.

4. Article 21 of the Lugano Convention did not prevent the court from determining its own exclusive jurisdiction. Although the Swiss court was first seised as against the Argands, this court was first seised as against Bambino. Requiring each court to defer to the other would create an unacceptable impasse. Where exclusive jurisdiction under Article 16 is engaged, the court vested with that jurisdiction may determine the issue even if it was second seised against some parties.

5. The English rule for the purposes of Article 21 remained that the English court is definitively seised on service, not issue, of proceedings. The later autonomous rule in Article 30 of the Judgments Regulation did not alter English domestic law for the Lugano Convention. The court could not overrule the Court of Appeal’s decision in Dresser UK Limited v Falcongate Freight Management Limited [1992] QB 502.