Clifford Chance LLP & Anor v Société Générale SA

An exclusive jurisdiction clause binds an entity only if it is party to the agreement, including through an agent with actual or apparent authority. Contractual wording showing an intention to bind the entity cannot itself supply that authority. At the interlocutory stage, the court assesses whether the party relying on the clause has the better argument or, where reliable assessment is impossible, a plausible evidential basis. A stay may be refused for strong reasons, including the need to avoid fragmenting multipartite litigation and risking inconsistent decisions.

SocGen instructed CC LLP in 2008 to conduct English Commercial Court proceedings against Goldas. The retainer was not recorded in a formal written agreement. Framework agreements were executed between SocGen and CC Europe, including the 2012 agreement under which CC Europe purported to act for all offices of CC LLP.

After the Goldas litigation was struck out, CC LLP and CC Europe sought declarations in England. SocGen challenged the English court’s jurisdiction, relying on exclusive French jurisdiction clauses, and alternatively sought a stay in favour of France. On 27 October 2023, Henshaw J held that CC LLP was not bound by the clauses, that CC Europe was bound but there were exceptional reasons to refuse a stay, and that France was not clearly and distinctly the more appropriate forum. SocGen appealed the first two conclusions.

Appeal dismissed unanimously.

1. CC LLP. SocGen’s pleaded ground challenged contractual interpretation, not the Judge’s factual and evaluative findings that CC Europe lacked actual or apparent authority to bind CC LLP. The introductory wording stating the result sought did not expand the pleaded basis of appeal. Oral arguments on authority, absent from the skeleton argument and not properly foreshadowed, could not cure that defect.
2. In any event, the Judge was entitled to find that no actual authority had been given. The wording of the 2012 Framework Agreement and CC LLP’s compliance with fee and reporting provisions were relevant but were outweighed by the uncontradicted evidence of Mr Perrin and the inherent probabilities. SocGen failed to show that the evaluation was plainly wrong.
3. The apparent mandate principle under Article 1156 of the French Civil Code required a plausible evidential basis involving the principal’s behaviour or statements and the third party’s legitimate belief in the agent’s powers. SocGen produced no direct evidence of relevant conduct by CC LLP or of its own belief. Compliance with agreed rates and reporting mechanisms was equally consistent with CC Europe alone having undertaken those obligations. The Judge’s conclusion was correct.
4. CC Europe. An exclusive foreign jurisdiction clause ordinarily leads to a stay unless strong reasons justify allowing the English proceedings to continue, as illustrated by The Eleftheria [1970] P. 94 and Donohue v Armco [2001] UKHL 64. Such reasons may arise in multipartite litigation where non-parties are materially involved, where a stay would fragment the dispute, or where parallel proceedings and inconsistent decisions may result.
5. SocGen’s substantive claim was primarily against CC LLP, whose alleged negligence concerned English litigation. Even if SocGen had a parasitic French-law claim against CC Europe based on a supervisory role, it was plainly desirable that the connected issues be determined together in England. There was no contrivance to evade the jurisdiction clause. The possible continuation of French proceedings did not justify fragmenting the dispute.

1. Court of Appeal (Civil Division) — [2025] EWCA Civ 14: SocGen’s appeal was dismissed.
2. Commercial Court (KBD) — Henshaw J, 27 October 2023: the jurisdiction challenge was dismissed. CC LLP had the better argument that it was not bound by the exclusive jurisdiction clause; CC Europe was bound, but exceptional reasons justified refusing a stay; France was not clearly and distinctly the more appropriate forum.