Dennis v Tag Group Ltd & Ors

A foreign defendant may submit to the jurisdiction by conduct when it takes steps in proceedings that are necessary or useful only on the footing that the English court has jurisdiction. The question is objective and fact-sensitive. A reservation of rights is insufficient if later conduct unequivocally indicates acceptance of jurisdiction. There is no special exception for resisting an injunction. A defendant can oppose interim relief while expressly maintaining a jurisdiction challenge. Once submission has occurred, it cannot be revoked. Separately, the exclusive jurisdiction provisions of the Recast Brussels Regulation apply regardless of the parties’ domicile, so permission to serve out was unnecessary in the circumstances considered.

Ronald Dennis presented an unfair-prejudice petition concerning his removal from management of McLaren Technology Group Limited. TAG Group Limited, incorporated in Jersey, and Bahrain Mumtalakat Holding Company B.S.C., incorporated in Bahrain, participated in an urgent injunction application before the petition was served. They sought and received the application papers, gave an undertaking, filed evidence addressing the merits and opposed the injunction. Their correspondence purported to reserve jurisdictional rights.

The issue was whether that conduct amounted to voluntary submission to the jurisdiction, or waiver of the right to contest it. The court also considered whether permission to serve out was required under the exclusive jurisdiction provisions of the Recast Brussels Regulation.

1. Submission by conduct. The court applied an objective test. A party submits where it voluntarily recognises that the court has jurisdiction. Submission may be inferred where the party takes a step that is only necessary or useful if jurisdiction is accepted or the objection has been waived. The court asks whether a well-informed, disinterested bystander would regard the conduct as unequivocal.
2. No injunction exception. There is no special carve-out for injunction applications. A foreign party may resist an injunction without submitting, but it must make its jurisdictional objection clear. The authorities concerning injunctions and jurisdiction were treated as applications of the conventional test, not as establishing a special protection for parties defending interim relief.
3. Application to the respondents. TAG and BMH requested and received the documents, attended the hearing, gave an undertaking to the court, agreed an order without an express jurisdiction reservation, filed evidence directed to the merits and argued that damages were an adequate remedy. The court was not told that jurisdiction was disputed. Their general reservations in correspondence did not protect them. In context, their conduct was unequivocally consistent with an intention to have the case tried in England.
4. Brussels jurisdiction. Alternatively, following the reasoning considered in Deutsche Bank AG v Sebastian Holdings Inc & Alexander Vik [2017] EWHC 459, the exclusive jurisdiction provisions of the Recast Brussels Regulation applied regardless of domicile. Permission to serve out was therefore unnecessary.
5. The application was determined in favour of Mr Dennis. TAG and BMH were held to have submitted to the jurisdiction, or alternatively to fall within the exclusive jurisdiction provisions. Order accordingly.

First-instance decision. The judgment records the earlier injunction proceedings before the Chancellor and the present application concerning service and jurisdiction, but no appellate history of this decision is stated.