CORNWALL RENEWABLE DEVELOPMENTS LTD v WRIGHT, JOHNSTON & MACKENZIE LLP

Under rule 3(a) of Schedule 4 to the Civil Jurisdiction and Judgments Act 1982, the court must identify the principal contractual obligation forming the basis of the proceedings and determine its place of performance. In a professional-negligence claim, the relevant obligation is not necessarily expressed as a general duty to exercise reasonable care and skill. It may instead be the provision of advice or documents intended to achieve a particular contractual objective. The place where legal work was carried out is not necessarily the place of performance. Authorities applying the different services provision in the Lugano Convention or Brussels Regulation do not dictate the result under rule 3(a). An appellate court reviews, rather than rehears, an evaluative jurisdiction decision.

An English renewable-energy company sued a Scottish solicitors’ firm in England for alleged negligence and breach of contract arising from advice and draft agreements concerning proposed wind farms in Cornwall. The defendant challenged jurisdiction, arguing that the relevant contractual obligation was performed in Scotland. The Chief Master rejected that challenge, holding that England was the place of performance under rule 3(a) of Schedule 4 to the Civil Jurisdiction and Judgments Act 1982, but rejected the claimant’s alternative tort gateway under rule 3(c).

The defendant appealed. The claimant filed a Respondent’s Notice seeking to uphold the decision on additional grounds. The appeal concerned the identification of the obligation in question, its place of performance, the relevance of Deutsche Bank AG v Petromena ASA, and allegedly irrelevant considerations.

1. Appeal dismissed. The Chief Master’s decision was evaluative. The appellate court was not to balance the factors afresh, but to ask whether an identifiable flaw such as a gap in logic, inconsistency or failure to consider a material factor undermined the conclusion.
2. Under rule 3(a) of Schedule 4 to the Civil Jurisdiction and Judgments Act 1982, the court must analyse the pleaded case to identify the principal contractual obligation forming the basis of the proceedings. A general pleading of reasonable care and skill does not necessarily define that obligation. Here, the pleaded complaint was directed to advice and agreements complying with the claimant’s instructions and intended to satisfy English planning requirements. The Chief Master was entitled to find England to be the place of performance.
3. The court distinguished and declined to apply Deutsche Bank AG v Petromena ASA. That case concerned article 5(1)(b) of the 2007 Lugano Convention, which creates a distinct services inquiry. Rule 3(a) contains no equivalent deeming provision. The relevant performance is that of the obligation in question, which may differ from the place where services were mainly carried out.
4. The intended subject matter, purpose and use of the agreement were relevant to the implied place of performance. The fact that the defendant was a Scottish firm, or that drafting and research occurred in Scotland, did not compel a Scottish result.
5. The cross-appeal was not considered because it was unnecessary after dismissal of the appeal.

• Chancery Appeals, High Court: Appeal against the Order of Chief Master Shuman dated 14 January 2022 dismissed. The cross-appeal was not determined.
• Chief Master’s Court: The jurisdiction challenge was dismissed. England was held to be the place of performance under rule 3(a), while the tort gateway under rule 3(c) was rejected.
• Permission to appeal: Granted by Leech J on 7 June 2022.