Deutsche Bank (China) Co Ltd, Shanghai Branch v Bright Food Hong Kong Ltd

Summary judgment may be granted where the opposing party has no realistic prospect of success and there is no other compelling reason for trial. The claimant bears the burden of establishing both matters.

A court considering declaratory relief should assess justice to each party, the utility of the declaration and any special reasons for granting or refusing it. A negative declaration may be appropriate where it serves a genuine commercial purpose, including where it may assist proceedings abroad, provided the English court is the appropriate forum for determining the relevant English-law issue.

Deutsche Bank (China) Co Ltd, Shanghai Branch sought summary judgment under CPR rule 24.2 on declarations concerning its status under cross-currency swap transactions. The transaction documents named Deutsche Bank AG and Bright Food Hong Kong Ltd as the parties and were governed by English law.

Bright Food had brought proceedings in Shanghai alleging that the claimant was a party to the transactions and owed related obligations. It did not contest the English court’s jurisdiction under CPR Part 11, file a defence or attend the hearing. The issues were whether declaratory relief should be granted and whether the claimant’s contractual case could be determined summarily.

1. Summary judgment. The court applied CPR rule 24.2. The relevant questions were whether the defendant had a realistic, rather than fanciful or merely arguable, prospect of successfully defending the claim and whether there was any other compelling reason for trial. The claimant bore the burden on both matters. The principles in Three Rivers District Council v Bank of England [2001] UKHL 16 and ED & F Man Liquid Products Ltd v Patel [2003] EWCA Civ 472 were applied.
2. Declaratory relief. The discretion to grant a declaration required consideration of justice for the claimant, justice for the defendant, whether the declaration would serve a useful purpose and any special reasons for granting or refusing it. The court applied Financial Services Authority v Rourke [2002] CP Rep 14, Messier-Dowty Ltd v Sabena [2000] 1 WLR 2040 and Nokia Corporation v Interdigital Technology Corporation [2006] EWCA Civ 1618.
3. A negative declaration was not inappropriate merely because it might be deployed in foreign proceedings. The claimant had a legitimate commercial interest in obtaining an English-law ruling, the contracts contained a non-exclusive English jurisdiction clause, and the issue was particularly suitable for determination by the English court. The caution identified in Fujifilm Kyowa Kirin Biologics v AbbVie Biotechnology [2017] EWHC 395 was distinguished on the facts and context.
4. Merits. The transaction documents named only Deutsche Bank AG and Bright Food as parties. The claimant was not named, was not an identified branch through which Deutsche Bank AG could transact under section 10(b) of the Master Agreement, and no written variation made it a party. The documents and emails supplied no realistic basis for the contrary case. There was no compelling reason for a trial.
5. Summary judgment was granted. Declarations were made that the claimant had never been a party to the transactions or transaction documents, that the only parties were Deutsche Bank AG and Bright Food, and that the claimant owed no obligation, duty or other responsibility arising out of those contractual documents. The judgment was confined to contractual obligations arising out of the transaction documents.