SY RORO 1 PTE Limited & Anor v Onorato Armatori SRL & Ors

An anti-suit injunction may be granted where there is a real risk of proceedings being brought in breach of an arbitration agreement or exclusive jurisdiction clause. A jurisdiction clause expressed for one party’s exclusive benefit may be exclusive for that party but asymmetric in operation. An English choice-of-law clause strongly supports exclusivity, especially where the jurisdiction and governing-law clauses use materially corresponding language.

An injunction protecting an English judgment or arbitration must be carefully framed. It should not prevent a party from invoking legitimate procedures in the foreign court to challenge arrest, enforcement or recognition. Comity is engaged where the proposed order would effectively control the foreign court’s own process.

The claimants, owners of two ro-ro ferries, sought several injunctions and ancillary orders against the defendants. The bareboat charters contained LMAA arbitration clauses. The multiparty agreements and guarantees contained English jurisdiction clauses.

Following arbitration and an expedited judgment in the same litigation, the claimants sought anti-suit relief based on press reports suggesting that proceedings might be commenced in Italy or elsewhere. They also sought orders restraining the defendants from challenging the arrest of a vessel in France, together with alternative-service and costs orders.

The central issues were whether the English jurisdiction clause was exclusive, whether the requirements for quia timet anti-suit relief were met, and whether the further orders concerning the French arrest were permissible.

1. Anti-suit relief. The court permitted amendment of the claim form and particulars of claim so that relief relating to the head bareboat charter could be sought under Senior Courts Act 1981, s.37(1), the statutory basis identified in AES Ust-Kamenogorsk Hydropower Plant JSC v AES Ust-Kamenogorsk Hydropower Plant LLP [2013] UKSC 35.
2. Construction of the MPA jurisdiction clause. The clause was exclusive in favour of the English courts, although asymmetric because it operated for the exclusive benefit of the owners. There was a working presumption that an unqualified choice of English jurisdiction was exclusive. An English governing-law clause was a powerful factor supporting that construction, reinforced by the matching scope of the governing-law and jurisdiction provisions. The word “may” did not alter that conclusion. The analysis was consistent with Global Maritime Investments Cyprus Limited v OW Supply & Trading AS (under Konkurs) [2015] EWHC 2690 (Comm), Generali Italia SpA v Pelagic Fisheries Corporation [2020] 1 WLR 4211 and AIG Europe SA v John Wood Group PLC [2022] EWCA Civ 781.
3. Quia timet injunction. The press reports, the defendants’ failure to provide undertakings or evidence of their intentions, and the existence of related Italian proceedings established a real risk of proceedings contrary to the arbitration and jurisdiction clauses. The first stage of the Angelic Grace analysis was therefore satisfied. No sufficient reason was shown against relief at the second stage, and the injunctions sought at paragraphs 1.1 and 1.2 were granted.
4. Orders concerning the French arrest. The proposed orders at paragraphs 1.3 and 1.4 were refused. They did not clearly distinguish illegitimate re-litigation or interference from legitimate challenges under French law to the arrest or enforcement process. The orders risked preventing the defendants from invoking procedures available in France and raised serious comity concerns. The principles discussed in Masri v Consolidated Contractors (No. 3) [2009] QB 503, Mamidoil-Jetoil Greek Petroleum Company SA v Okta Crude Oil Refinery AD [2003] 1 Lloyd’s Rep. 1 and ED & F Man (Sugar) Ltd v Yani Haryanto (No. 2) [1991] 1 Lloyd’s Rep. 429 supported that restraint.
5. Service and costs. Alternative service of the injunction by email, with a copy to the defendants’ solicitors, was permitted and personal service could be dispensed with if that service was effective. The claimants were awarded 80 per cent of their costs on the indemnity basis, payable within 14 days.

The judgment describes an expedited trial in the same litigation before Sir William Blair, reported at [2024] EWHC 611 (Comm). The present application was determined at first instance by the Commercial Court. Permission to appeal was refused by the judge, subject to an application to the Court of Appeal.