Marriott v Fresson & Ors

Exclusive jurisdiction under Article 24 of the Regulation (EU) No. 1215/2012 requires a strict assessment of the principal subject matter of the proceedings. A claim concerning the validity and enforcement of contractual agreements does not become a claim concerning the validity of company decisions merely because implementation may affect share ownership, company records or future decisions. Nor does it fall within the exclusive jurisdiction for public registers merely because a register may later require amendment. The court may take a realistic view of the dispute, including relevant pleaded or documentary material, when identifying its true subject matter.

The claimant sought transfer of shares in a Spanish company, declarations concerning beneficial ownership, consequential amendments to company and public records, and effect to an alleged right to appoint a director. The claims arose from agreements governed by English law and containing exclusive English jurisdiction clauses. Two defendants challenged jurisdiction under Article 24 of the Recast Regulation, arguing that the proceedings concerned the validity of decisions of the company’s organs or entries in Spanish public registers. The issue was whether the contractual dispute was principally concerned with either matter.

1. Jurisdiction challenge dismissed. The proceedings did not fall within Article 24(2) or Article 24(3) of the Regulation (EU) No. 1215/2012.
2. Article 24 must be interpreted strictly because it creates an exception to the ordinary jurisdictional rules and may deprive parties of a contractual choice of forum. The expression “object” means the principal subject matter of the proceedings and is materially similar to the formulation in Article 27.
3. The principal subject matter was the validity and enforceability of the agreements made on 12 July 2018. The claims for share transfer, registration and appointment of a director were ancillary consequences of that contractual dispute. No existing decision of PEV’s shareholders or other organ was challenged, and no prospective decision was shown to be invalid.
4. The case was closer to Blue Tropic Limited and Coppella Ventures Limited v Ivane Chkhartishvili than to Speed Investments Ltd v Formula One Holdings Ltd. The former concerned beneficial ownership, with other relief being ancillary; the latter concerned the validity of actual director appointments, making the company’s decision-making composition the subject matter of the proceedings.
5. The court was not required to disregard the Defence and Counterclaim when assessing the real nature of the dispute. In any event, the contractual and coercion issues were apparent from the Particulars of Claim and the documents referred to in it.
6. Article 24(3) was likewise inapplicable. The claimant accepted that the existing registers were correct. Any alteration would follow from a finding that the agreements were valid and enforceable; the validity of the register entries was not the principal subject matter.
7. Since Article 24 was the only jurisdictional ground relied upon, the challenge to jurisdiction was dismissed.