BW LEGAL SERVICES LIMITED v GLASSDOOR INC

A foreign company cannot be served at a UK company’s premises under CPR r.6.9 merely because both form part of the same commercial group or the UK company economically supports the foreign company. The court must examine the UK company’s activities and its relationship with the foreign company. The decisive question is whether the foreign company’s business is carried on from the UK premises. Corporate separateness remains significant unless the structure is a sham.

Where online terms contain provisions addressing user-identifying information and an exclusive jurisdiction clause, they are read together. A Norwich Pharmacal claim may fall within those provisions and may be required to proceed in the designated foreign courts. The court will enforce the clause unless strong reasons for proceeding in England are shown.

The claimant, a UK debt recovery law firm, sought Norwich Pharmacal relief against the defendant, a Delaware company operating an online employee-review website. It sought the identities of anonymous reviewers whose posts it considered defamatory and potentially in breach of employment contracts.

The claim was served at the registered office of an English group company. The defendant challenged jurisdiction, arguing that the English company was not its place of business or representative and that the claimant had agreed to California jurisdiction by opening employer accounts subject to the website’s Terms of Use. Master Eastman had granted the disclosure order on the papers; the proceedings were subsequently continued as a Part 7 claim.

The central issues were whether service was valid under CPR r.6.9 and whether the contractual terms required the claim to be brought in California.

1. Service. The claimant bore the burden of establishing that service on the English group company was valid under CPR r.6.9. The relevant inquiry was whether the defendant’s business, rather than the English company’s separate business, was carried on from the English premises. The court considered the activities of the English company and its relationship with the defendant.
2. The absence of authority to bind the defendant to advertising contracts was a powerful, although not conclusive, factor against the defendant having a UK place of business. The factors identified in Adams v Cape Industries were non-exhaustive and no single factor was decisive. The defendant and the English company were not a single commercial unit for this purpose. Corporate groups may arrange their affairs so that business conducted by one company is not the business of another, absent sham or a proper basis for disregarding corporate personality. The defendant’s business was not carried on from the English company’s offices. The application under CPR r.11(1)(a) therefore succeeded.
3. Contractual jurisdiction. By creating free employer accounts, the claimant entered into contractual relations with the defendant. The objective intention to create legal relations was established by the Terms of Use, and access to reporting metrics and the ability to comment on reviews supplied consideration.
4. Clauses 13 and 14 of the Terms of Use had to be read together. Clause 14’s reference to any and all claims covered a Norwich Pharmacal claim. Clause 13 reinforced that claims seeking user-identifying information were to be brought in the specified California courts in connection with existing proceedings. The claimant had not shown strong reasons for suing in England. The application under CPR r.11(1)(b) therefore also succeeded.
5. The court made only provisional observations that the claimant might not have proved serious financial loss or a good arguable case for Norwich Pharmacal relief. Those issues did not require final determination. The parties were invited to draw up an order reflecting the judgment.

The judgment was a first-instance decision. The proceedings had begun as a Part 8 claim, Master Eastman granted the Norwich Pharmacal order on the papers, and the proceedings were later continued as a Part 7 claim. The defendant’s application was determined by the High Court.