Third Eye Projects Ltd & Anor v Mint S.p.A

A widely drawn exclusive jurisdiction clause may extend to a later agreement where, on proper construction, the later dispute is fairly capable of falling within the clause. The court examines the substance and factual genesis of the dispute, the relationship between the agreements, the parties, timing and interdependence. Under the Spiliada test, a defendant seeking a stay must show that another available forum is clearly and distinctly more appropriate.

The claimants sought relief concerning an alleged agreement under which shares in Mint S.p.A. would replace their interest in Myntelligence Ltd after an alleged dilution and cancellation of that interest. Mint applied for a stay, arguing that Italy, particularly the First Instance Court of Milan, was the more appropriate forum.

The court had to decide whether the dispute fell within the exclusive English jurisdiction clause in an earlier restricted stock purchase and shareholder rights agreement and, if not, whether Italy was clearly and distinctly the more appropriate forum.

1. The exclusive English jurisdiction clause in the restricted stock purchase and shareholder rights agreement covered the dispute. Its wording extended to any claim, dispute or issue, including non-contractual claims, arising out of or in connection with that agreement.
2. The court applied the Extended Fiona Trust Principle. The later agreement was sufficiently connected with the earlier agreement because it allegedly resolved the dispute arising from the dilution and cancellation of the claimants’ shares in Myntelligence. Differences in parties and timing did not prevent the principle applying.
3. Alternatively, Italy was available but Mint failed to show that it was clearly and distinctly the more appropriate forum under the common-law Spiliada test. The court considered the likely development of the dispute, possible defences and alternative claims, applicable company law, documents, language, witnesses, enforcement and the risk of fragmented proceedings.
4. The dispute’s strongest connections were with England. It concerned the internal affairs of an English company and English company law, while Italian company law was principally relevant only at a possible enforcement stage. The application was dismissed.