SAS Institute Inc v World Programming Ltd

Enforcement of judgments is territorial. Personal jurisdiction over a judgment debtor does not authorise enforcement against assets abroad contrary to internationally recognised territorial limits. An English refusal to recognise and enforce a foreign judgment is a substantive decision, rather than merely a refusal to supply enforcement procedures.

An anti-enforcement injunction may protect English territorial enforcement jurisdiction against foreign measures affecting assets situated here. There is no separate jurisdictional requirement of exceptionality, although relief is rare. Comity, submission and delay require consideration in the circumstances. Submission to foreign liability proceedings does not necessarily preclude relief against subsequent exorbitant enforcement measures.

Where protection of English territorial enforcement jurisdiction supplies the relevant interest, relief should be confined to assets situated here. The situs of a customer debt may depend on an agreement for English arbitration or exclusive English jurisdiction.

SAS, a United States software developer, sued WPL, an English company which had developed competing software. SAS's English copyright and contractual claims failed. WPL subsequently submitted to proceedings in North Carolina, where SAS obtained a judgment for approximately US $79 million, comprising trebled compensatory damages.

SAS's attempt to enforce that judgment in England failed in [2018] EWHC 3452 (Comm). Enforcement was barred by issue estoppel, abuse of process, public policy and section 5 of the Protection of Trading Interests Act 1980. WPL also obtained judgment on a statutory clawback counterclaim. Permission to appeal was refused.

SAS sought Californian orders requiring WPL to assign customer debts and turn over assets, including funds in English bank accounts. Robin Knowles J granted an interim injunction restraining those applications. Cockerill J declined to continue it in [2019] EWHC 2481 (Comm), but maintained it pending WPL's appeal.

The central issue was whether, and to what extent, an injunction should restrain foreign enforcement measures affecting assets situated in England despite WPL's submission to the United States proceedings.

Appeal allowed in part, unanimously. The existing injunction was discharged and narrower injunctions were granted. Males LJ delivered the judgment, with which Popplewell and Flaux LJJ agreed.

1. Under English conflicts rules, a debt is generally situated where its debtor resides or is domiciled. An agreement requiring English arbitration or exclusive English jurisdiction displaces that general rule. WPL's United States customer debts were situated there. Debts from third-country customers contracting on the relevant English terms were situated here, as were debts represented by funds in WPL's English bank accounts.

2. Judgment enforcement is territorial. Personal jurisdiction over a debtor does not confer subject matter jurisdiction over assets abroad. The distinction established in Société Eram Shipping Co Ltd v Cie Internationale de Navigation [2003] UKHL 30 applied despite the proposed orders' personal form. They required action by an English company concerning English assets and could alter customers' obligations without safeguards securing recognition by the courts of the situs. The protected receivership in Masri v Consolidated Contractors International (UK) Ltd (No. 2) [2008] EWCA Civ 303 was materially different.

3. The final English enforcement judgment substantively established that the North Carolina judgment would neither be recognised nor enforced here. It went beyond withholding English enforcement procedures. Foreign measures directed at English assets would circumvent that decision. Even without prior English enforcement proceedings, whether the foreign judgment would be recognised here would remain relevant.

4. Anti-enforcement relief is rare, but there is no additional jurisdictional requirement of exceptionality or conduct comparable to fraud. The ordinary anti-suit principles apply flexibly when the ends of justice require intervention. England had a sufficient interest in protecting its territorial enforcement jurisdiction. Comity requires mutual respect for territorial limits, and carries less weight against intervention where the proposed foreign measures breach those limits.

5. Submission and delay were not fatal to relief against the proposed measures. WPL's submission to the liability proceedings embraced normal enforcement procedures, rather than exorbitant enforcement against English assets. Its objections in California did not waive those objections. The assessment preceding the discretionary decision to grant an injunction was evaluative and open to serious appellate review.

6. There was no justification for restraining assignment of United States customer debts. Nor did England have sufficient interest to restrain measures affecting third-country debts or bank accounts situated abroad. Injunctions were granted against assignment or turnover of third-country customer debts situated here through English arbitration or exclusive jurisdiction agreements, and against turnover of funds held with United Kingdom banks. SAS's undertakings to give 14 days' notice before seeking assignment of United Kingdom customer debts or further relief obstructing WPL's section 6 counterclaim under the Protection of Trading Interests Act 1980 provided sufficient protection. No injunction concerning those matters was continued.

• Court of Appeal: In [2020] EWCA Civ 599 , allowed WPL's appeal in part. Discharged the existing injunction, granted narrower injunctions protecting specified assets situated in the United Kingdom, and accepted SAS's notice undertakings.
• Court of Appeal: Refused SAS permission to appeal the English enforcement judgment on 4 December 2019. Earlier dismissed SAS's appeal against rejection of its English liability claims in [2013] EWCA Civ 1482 , [2014] RPC 8 .
• High Court, Commercial Court: Cockerill J declined to continue the anti-suit injunction in [2019] EWHC 2481 (Comm) , but granted permission to appeal and continued the injunction pending appeal. Robin Knowles J had granted the interim injunction without notice on 21 December 2018.
• High Court, Commercial Court: In [2018] EWHC 3452 (Comm) , [2019] FSR 30 , refused enforcement of the North Carolina judgment and gave WPL judgment on its counterclaim under section 6 of the Protection of Trading Interests Act 1980.
• High Court, Chancery Division: Following a reference to the CJEU, Arnold J rejected SAS's copyright and contractual claims in [2013] EWHC 69 (Ch) , [2013] RPC 17 .