Clearlake Shipping Pte Ltd & Anor v Xiang Da Marine Pte Ltd

An exclusive jurisdiction clause is ordinarily enforced by an anti-suit injunction unless strong reasons justify departure from the parties’ bargain. Whether such a clause also covers proceedings against a non-contracting third party depends upon its objective and contextual interpretation. The starting point is that only contracting parties are covered, but closely connected joint-tort claims may fall within the clause where that construction prevents fragmentation of substantially the same dispute.

Independently of contract, foreign proceedings may be restrained as vexatious or oppressive where England is clearly the more appropriate forum and an injunction is required in the interests of justice, with due regard to comity. Procedural manoeuvring intended to evade an exclusive jurisdiction clause and the risk of fragmented proceedings are relevant considerations.

Clearlake Shipping Pte Ltd and Gunvor Singapore Pte Ltd obtained interim anti-suit injunctions restraining Xiang Da Marine Pte Ltd from pursuing third-party proceedings in Singapore. Those proceedings sought an indemnity or contribution for losses arising from a claim concerning alleged misrepresentations in switch bills of lading.

Xiang Da proposed to amend its Singapore claims so that it pursued only a letter-of-indemnity claim against Clearlake and tortious misrepresentation claims against Gunvor. It sought corresponding variations of the injunctions. Clearlake and Gunvor applied to continue the injunctions and to amend their English statements of case, including claims for negative declarations.

The principal questions were whether the letter-of-indemnity claim fell within Clearlake’s exclusive English jurisdiction clause, whether Gunvor could restrain the tort claims as vexatious or oppressive, and whether the proposed declaratory claims could proceed in England.

1. The applications to continue the interim anti-suit injunctions and amend the claimants’ statements of case were granted. Xiang Da’s jurisdictional and variation applications failed.

2. The letter-of-indemnity claim against Clearlake was also a dispute arising out of the performance of the Clearlake charter. The charter’s exclusive English jurisdiction clause and the indemnity’s clause requiring submission to the English High Court at the owner’s request could and should be read consistently. The contractual anti-suit principle therefore applied. No strong reason justified permitting the claim to continue in Singapore, particularly because keeping the related third-party claims together avoided fragmentation.

3. Gunvor had no contractual right to enforce the Clearlake charter’s jurisdiction clause because it was not a party to that contract. Nevertheless, the Singapore tort proceedings were vexatious or oppressive. The relevant contracts and bills pointed to England as the natural forum. Xiang Da’s decision to pursue misrepresentation only against Gunvor, although Clearlake had communicated the alleged representation and an equivalent claim against Clearlake would fall within the English clause, was a procedural manoeuvre designed to evade that clause. England was clearly the more appropriate forum, and an injunction was necessary in the interests of justice after taking comity into account.

4. Whether an exclusive jurisdiction clause covers a contracting party’s tort proceedings against a non-party is a question of objective, contextual interpretation. The starting point, absent express wording, is that only contracting parties are covered. That starting point may be displaced where closely connected joint-tort claims, the contractual context and the need to avoid forum fragmentation show that broader coverage was objectively intended. The court did not finally decide whether Clearlake’s clause covered the claim against Gunvor because Gunvor had already obtained relief on the vexation-or-oppression ground.

5. Clearlake had a legitimate interest in seeking a declaration that Gunvor was not liable to Xiang Da. Such a declaration could remove a potential contribution or indemnity claim against Clearlake and would serve a useful purpose. Gunvor’s own negative-declaration claim fell within the closely connected claims gateway because it arose from the same or closely connected facts as its unchallenged jurisdiction declaration. Both amendments accorded with the overriding objective.

• High Court (Commercial Court): On the return date, the court continued the interim anti-suit injunctions and granted the claimants permission to amend their statements of case: [2019] EWHC 2284 (Comm).
• High Court (Commercial Court): Bryan J had granted the interim anti-suit injunctions without notice on 16 April 2019: [2019] EWHC 1536 (Comm).