CIFAL Groupe S.A. Grontmij Investment Management S.A.S. & Ors v Meridian Securities (UK) Ltd & Ors

Permission to serve proceedings out of the jurisdiction requires the claimant to establish: a real prospect of success; a good arguable case that a jurisdictional gateway applies; and that England is clearly or distinctly the appropriate forum.

The real-prospect inquiry is a relatively low hurdle, but the court may scrutinise the claimant’s own evidence and pleadings. It must avoid a mini-trial, while refusing claims supported only by bare or inherently weak assertions. An oral-contract claim should identify, so far as possible, the contractual words, the speakers, the persons addressed, and when and where the words were spoken.

An agent’s personal liability depends on the parties’ intention, assessed from the written contract or, for an oral contract, all the circumstances. Mere failure expressly to disclaim personal liability is insufficient.

The claimants alleged that they had been engaged to provide project-management services for a shopping-centre development in St Petersburg in return for a success fee and profit share. They sued the corporate defendants and Mr Feld, alleging contractual liability, estoppel by convention and quantum meruit.

The second and fourth defendants challenged service out of the jurisdiction. The claimants also sought permission to amend their Particulars of Claim to advance alternative bases for Mr Feld’s personal liability. The central issues were whether the claims had a real prospect of success, whether the jurisdictional requirements were met, and whether the proposed amendment was arguable.

1. Jurisdictional test. Under Civil Procedure Rules 1998, rules 6.36 and 6.37, the claimant bore the burden of establishing three cumulative requirements: a real prospect of success on the merits; a good arguable case within a jurisdictional gateway in CPR PD6B; and that England was clearly or distinctly the appropriate forum.
2. Real prospect of success. The court adopted the approach in Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch). The test was more than mere arguability but did not permit a mini-trial. The court could nevertheless analyse the claimant’s own case and evidence, particularly where contemporaneous documents contradicted it or showed that it lacked real substance. The caution against elaborate jurisdiction hearings in VTB Capital Plc v Nutritek International Corpn [2013] UKSC 5 was supported by Erste Group Bank AG v JSC “VMZ Red October” [2013] EWHC 2926 (Comm).
3. The claimants’ contractual cases failed this test. Their alleged December 2005 oral agreement was unsupported by evidence from a participant, lacked proper particulars, and was contradicted by subsequent correspondence and conduct. The alternative Consulting Services Agreement case was also hopeless, including because any liability would have been that of the Cayman Islands company rather than the defendants. The estoppel and quantum meruit claims could not cure those defects.
4. Agent’s liability. Applying Teheran-Europe Co Ltd v S.T. Belton (Tractors) Ltd [1968] 2 QB 53 and The Santa Carina [1977] 1 Lloyd’s Rep 478, the court held that personal liability depended on construction for a written contract and on all the circumstances for an oral contract. The claimants had identified no basis for inferring that Mr Feld undertook personal liability. Nor was he shown to have contracted for a non-existent principal; “Meridian Group” referred to the corporate defendants. The proposed amendment therefore had no real prospect of success.
5. The order permitting service on the second and fourth defendants was set aside. Permission to amend was granted only for the name change and deletion of the assertion that the Cayman Islands company did not exist. Unless the claimants applied within 28 days to show cause, there would be summary judgment for the first and third defendants.