Darren Scott & Ors v Antony Walker & Ors

A statutory body concerned with a Scottish harbour may be characterised, for jurisdictional purposes, as both a trust and a body corporate. Its domicile and seat depend on its closest and most real connection and the statutory criteria governing corporate seat, not merely on the place where the enabling legislation was enacted. Local land, administration, functions and interests pointed decisively to Scotland. The English court therefore lacked jurisdiction over Scottish-domiciled defendants. Alternatively, Scotland was clearly the more appropriate forum because the dispute concerned Scottish law, Scottish land, the constitutional status of the body, and predominantly Scottish witnesses and documents. Differences in available remedies do not justify retaining proceedings where substantial justice can be done in the appropriate foreign forum.

The claim concerned the alleged unauthorised transfer of mooring income and Scottish harbour property by persons said to have acted for the Urr Navigation Trustees, a body created by the Urr Navigation Order 1901. The claimants sought, among other relief, an account and declarations concerning the transfers. The fourth defendant challenged the jurisdiction of the English court and sought a stay on forum non conveniens grounds. The court also examined jurisdiction in relation to the defendants who had not entered an appearance, as required by Schedule 4, paragraph 15(1) of the Civil Jurisdiction and Judgments Act 1982. The central issues were whether the body was a trust or body corporate domiciled or seated in England, and, if jurisdiction existed, whether Scotland was the clearly more appropriate forum.

1. Jurisdiction. The English court had to examine the position of all defendants, including those who had not entered an appearance. The defendants were treated as domiciled in Scotland. The relevant intra-UK jurisdictional rules were therefore those in Schedule 4 of the Civil Jurisdiction and Judgments Act 1982.
2. Characterisation of the Urr Navigation Trustees. The body could be treated, for jurisdictional purposes, as both a trust and a body corporate. It held property for the defined object of maintaining and repairing the harbour, which was sufficient to engage the trust gateway. Paragraph 4 of the 1901 Order also expressly incorporated it as a body corporate with perpetual succession, a common seal and power to sue and be sued.
3. Trust domicile. A trust is domiciled where the legal system with which it has its closest and most real connection applies. The 1901 Order was local in operation despite having been made under wider enabling legislation. The harbour, its land, administration, rates, functions and affected interests were all connected with Scotland. The relevant trust was therefore domiciled in Scotland, so paragraph 3(f) did not confer English jurisdiction.
4. Corporate seat. None of the statutory criteria for an English seat was satisfied. The relevant registered or official address, central management or control, and place of business all pointed to Scotland.
5. Forum non conveniens. Alternatively, applying the principles in Spiliada Maritime Corp v Cansulex, Scotland was clearly or distinctly the more appropriate forum. Scottish law governed the alleged duties and the validity of any disposition of Scottish land. Issues concerning the body’s status, proper claimant and historical operation, together with the location of witnesses and documents, reinforced that conclusion. A difference in remedies or procedure did not show that substantial justice could not be done in Scotland.
6. Disposition. The English court had no jurisdiction and the proceedings were to be dismissed, subject to consequential submissions. The parties were asked to agree consequential matters, including costs.