Vedatech Corporation & Anor v Crystal Decisions (UK) Ltd & Ors

Permission to appeal should be refused where the proposed challenge discloses no arguable ground. Appellate intervention in a discretionary decision requires an error of principle or a conclusion that is clearly wrong.

A broad exclusive jurisdiction clause may cover tortious claims closely connected with the relevant mediation or agreement. A related statutory claim in foreign proceedings does not necessarily prevent an anti-suit injunction where the dispute is firmly connected with England.

Crystal Decisions (UK) Ltd, Crystal Decisions (Japan) KK and Crystal Decisions Incorporated brought proceedings in the High Court (Chancery Division) to enforce a settlement agreement against Vedatech Corporation and Mr Mani Subramanian. The defendants commenced proceedings in the United States District Court for the Northern District of California challenging the mediation and settlement agreements and alleging fraud, duress, conspiracy and unfair competition.

Pumfrey J rejected challenges to service and jurisdiction, granted limited anti-suit relief, and dismissed an application to reopen the earlier argument. He refused permission to appeal. The Court of Appeal considered whether any arguable challenge existed to those orders.

1. Disposition. Permission to appeal against all three orders was refused. The refusal operated as a dismissal of the satellite applications listed at the hearing.
2. Service. Service on Mr Subramanian pursuant to Master Bowman’s order, including alternative service, was effective. Service on Vedatech by post under the Hague Convention was sufficient under Civil Procedure Rules 1998 (CPR 6.24(1)). There was no arguable basis for challenging the jurisdictional conclusions or the order permitting service out of the jurisdiction.
3. Exclusive jurisdiction clauses. The judge was entitled to conclude that the Californian proceedings, apart from the unfair competition claim, were arguably brought in breach of the exclusive jurisdiction clauses in the Mediation Agreement and Settlement Agreement. The clauses were drafted in wide terms and could cover tortious claims arising out of, or closely connected with, the mediation and agreements. The court endorsed the modern tendency to resolve disputes associated with one transaction in one jurisdiction where this can be done without violence to the contractual language.
4. Foreign statutory claim. The Californian unfair competition claim did not prevent an injunction. It arose from the same events in London, was justiciable in England as a breach of statutory duty under Californian law, and did not outweigh the factors connecting the dispute with England.
5. Other grounds. The judge was entitled to find that Mr Subramanian was party to both agreements and that England was the natural forum even if the exclusive jurisdiction clauses were not binding. The fraud allegations could not be determined summarily. No arguable challenge existed to the costs orders or to the dismissal of the application to reopen the argument.

• Court of Appeal (Civil Division): [2005] EWCA Civ 865. Permission to appeal against Pumfrey J’s orders was refused, thereby dismissing the related satellite applications.
• High Court (Chancery Division): Pumfrey J rejected the defendants’ challenges to service and jurisdiction, granted limited anti-suit relief in relation to the Californian proceedings, and dismissed the application to reopen the argument.