Teekay Tankers Ltd v STX Offshore & Shipping Co

Service on an overseas company is valid under section 1139(2)(a) of the Companies Act 2006 where documents are left at the registered address of a person registered as authorised to accept service. The authority is not limited to claims concerning the United Kingdom establishment. Alternatively, a registered establishment may constitute a place of business even if it has not yet begun ordinary commercial operations, and the court may also determine that factually from the company’s activities and representations. Where forum non conveniens is raised, the court weighs all connecting factors. A contractual choice of English law may have substantial weight where the central issues concern complex questions of English law, particularly when related proceedings are already taking place in England.

Teekay claimed damages for STX’s alleged repudiation of an option agreement governed by English law. STX challenged the English court’s jurisdiction, arguing that service at its London address was invalid. Alternatively, it sought a stay on forum non conveniens grounds. Teekay applied for permission to serve out of the jurisdiction if service within England was ineffective.

The dispute involved complex English-law questions and overlapped substantially with London arbitrations concerning related shipbuilding contracts. STX had also commenced proceedings in South Korea seeking a declaration of non-liability. The issues were whether service was valid and, if not, whether England was the proper place for the claim.

1. Service under section 1139(2)(a). Section 1139(2)(a) of the Companies Act 2006 is expressed in general terms. It permits service on an overseas company at the registered address of a person resident in the United Kingdom who is authorised to accept service on the company’s behalf. The words “in respect of the establishment” in regulation 7 of the Overseas Companies Regulations 2009 qualify the person’s connection with the establishment, not the documents which may be served. They do not restrict service to claims concerning the establishment’s business. Service at the registered address was therefore valid.
2. Alternative service under section 1139(2)(b). Registration and opening of a United Kingdom establishment involved a public representation that STX had a place of business in the United Kingdom. In any event, the evidence established a place of business as a matter of fact. Relevant matters included the company’s formal registration, its London office, its public representation of that office, the authority exercised by its personnel, and business activities including contractual arrangements and maintaining a local point of contact. The absence of completed leasing arrangements, transferred visas or ordinary trading activity was not decisive.
3. Forum conveniens. STX bore the burden of showing that another competent forum was clearly or distinctly more appropriate. If permission to serve out had been required, Teekay would have had to show that England was clearly the most appropriate forum. The governing-law clause was a factor of real significance because the core disputes concerned complex questions of English law. The English court was better placed to determine those questions, and the related London arbitrations created substantial efficiencies in using the same lawyers, experts, evidence and arguments.
4. The location of witnesses gave only slight support to Korea. Documents and the language of the contractual materials favoured England. The Korean proceedings carried little weight because they had barely progressed, and their priority was substantially an accident of timing. England was clearly and distinctly the most appropriate forum.
5. STX’s application was refused. The claim form had been validly served. The application for a stay was dismissed. Permission to serve out would have been granted if necessary.