Crociani and others v Crociani and others

A clause in a trust instrument identifying a country as the forum for administration does not necessarily select that country’s courts. In context, forum of administration may mean the place where the trust is managed. A direction that trust rights and provisions are subject to the exclusive jurisdiction of a country’s law may be a proper-law provision designed to prevent dépeçage, rather than an exclusive jurisdiction clause. Any exclusive jurisdiction clause in a trust deed carries less weight than one in a commercial contract. A beneficiary therefore needs less compelling reasons to resist it, particularly given the court’s inherent supervisory jurisdiction over trusts. Even assuming exclusive Mauritian jurisdiction, the concentration of Jersey law, administration, evidence and expertise justified allowing the Jersey proceedings to continue.

The respondents, Cristiana Crociani and her children, brought proceedings in the Royal Court of Jersey against Mme Crociani, the Jersey trustees and Appleby Trust (Mauritius) Ltd. They challenged distributions and trust deeds, seeking restitution, reversal of transactions and consequential relief. The appellants applied for a stay, relying on clause 12(6) of the 1987 Deed.

The Royal Court held that the clause did not confer exclusive Mauritian jurisdiction and, alternatively, that the proceedings should continue in Jersey: [2013] JRC 194A. The Court of Appeal considered that the clause was not concerned with jurisdiction and upheld the result: [2014] JCA 089. The appeal concerned the proper construction of clause 12(6), the approach to a trust-deed jurisdiction clause, and whether related Crica claims should also proceed in Jersey.

Appeal dismissed. Lord Neuberger delivered the judgment of the Board.

1. Clause 12(6) had to be construed as a whole. In trust law, forum of administration can refer to the court enforcing a trust, as illustrated by Attorney-General v Campbell (1872) LR 5 HL 524, Attorney-General v Jewish Colonization Association [1901] 1 KB 123 and Commissioner of Stamp Duties (Queensland) v Livingston [1965] AC 694. The expression has no fixed technical meaning, however. The wording, references to courts elsewhere in the deed, and the surrounding context showed that it referred to the place where the Grand Trust was organised and managed.
2. The phrase subject to the exclusive jurisdiction was situated between provisions concerned with the law governing and construing the trust. Properly construed, it was part of a proper-law provision intended to ensure a single governing law and avoid dépeçage. It did not confer exclusive jurisdiction on the Mauritian courts. The Board also noted, as an alternative, that the clause might confer only non-exclusive jurisdiction and might give the Jersey courts jurisdiction over three of the four principal claims.
3. Although unnecessary to the result, the Board addressed the assumed stay issue. For a contractual exclusive jurisdiction clause, Donohue v Armco Ltd [2001] UKHL 64, [2002] 1 All ER 749 establishes that the claimant bears the burden of showing strong reasons for suing elsewhere. A trust-deed clause carries less weight than a contractual clause. A trustee remains prima facie entitled to enforce it, but a beneficiary may resist on less compelling grounds, reflecting the court’s inherent jurisdiction to supervise trusts, as recognised in Schmidt v Rosewood Trust Ltd [2003] UKPC 26, [2003] 2 AC 709.
4. Even on the assumption of exclusive Mauritian jurisdiction, no stay was justified. Most issues were governed by Jersey law; the relevant trustee, documents and witnesses were likely to be in Jersey; Jersey had greater trust-law expertise; and the clause’s shifting character supported that connection. The appellants’ pre-action willingness to litigate in Jersey was relevant but created no estoppel. Their reasons for preferring Mauritius were unimpressive. The related Crica claims could also be heard in Jersey because there was no exclusive jurisdiction clause and substantial factual and legal overlap. The Board advised that the appeal be dismissed.

• Privy Council: dismissed the appeal and advised that the proceedings should continue in Jersey: [2014] UKPC 40.
• Court of Appeal of the Bailiwick of Jersey: dismissed the appellants’ appeal, holding that clause 12(6) was not concerned with jurisdiction and, alternatively, that the Royal Court’s decision was one with which it should not interfere: [2014] JCA 089.
• Royal Court of Jersey: held that clause 12(6) did not confer exclusive Mauritian jurisdiction and, alternatively, permitted the proceedings to continue in Jersey: [2013] JRC 194A.