Hipgnosis SFH 1 Limited v Barry Manilow & Anor

An asymmetric jurisdiction clause may confer exclusive jurisdiction on the English courts for all claims brought by one party while allowing the other party to sue in specified foreign courts. The foreign option does not revoke English jurisdiction over proceedings properly commenced in England, nor make the foreign jurisdiction exclusive for both parties. Jurisdiction is determined when proceedings are issued; it does not float or crystallise later. The one-stop-shop presumption yields to clear contractual language, even if that permits parallel proceedings. Where English law governs and the English court can determine the overall dispute under an exclusive jurisdiction clause, parallel foreign proceedings do not themselves justify a common-law stay.

Hipgnosis appealed against an order of Marcus Smith J under which claims concerning an additional purchase price under a music catalogue agreement were stayed. Clause 14 subjected both parties to the exclusive jurisdiction of the English courts but allowed the respondents to bring their own purchase-price claims in Los Angeles or New York. After Hipgnosis issued proceedings in England, the respondents commenced proceedings in Los Angeles. The judge held that the respondents’ election crystallised a floating jurisdiction in favour of Los Angeles and stayed the relevant English claims. The Court of Appeal considered the proper construction of clause 14, the effect of the later foreign proceedings, and whether a discretionary stay was appropriate.

1. Appeal allowed. The stay of the claims relating to the additional purchase price was lifted.
2. Construction of clause 14. The second sentence was an exclusive jurisdiction clause. It required Hipgnosis to bring all its claims, including purchase-price claims, in England. The fourth sentence created only a limited carve-out for the respondents, permitting them to bring their own purchase-price claims in Los Angeles or New York. The words “Notwithstanding the foregoing” qualified the respondents’ submission to English jurisdiction but did not revoke it, extinguish the English court’s existing jurisdiction, or make the United States jurisdiction exclusive for claims brought by Hipgnosis.
3. Jurisdiction fixed at issue. The English proceedings were properly commenced. The court’s jurisdiction is determined at the date proceedings are issued. The judge’s concept of a “floating jurisdiction”, lost when the respondents later exercised their foreign option, was contrary to authority and could not be supported by the language of the agreement. The court applied CA Indosuez (Switzerland) SA v Afriquia Gaz SA [2023] EWCA Civ 1072; [2024] KB 243, referring to Canada Trust v Stolzenberg (No. 2) [2002] 1 AC 1.
4. One-stop-shop presumption. The presumption that rational parties intend disputes to be resolved in one forum cannot override clear contractual language. Clear agreements must be given effect even where they permit some fragmentation or parallel proceedings. The clause expressly contemplated that respondents’ foreign proceedings might overlap with proceedings in England. The court applied the reasoning in BNP Paribas SA v Trattamento Rifiuti Metropolitani SpA [2019] EWCA Civ 768; [2020] 1 All ER 762 and Monde Petroleum S.A. v Westernzagros Ltd [2015] 1 Lloyd’s Rep 330.
5. Discretionary stay. There was no common-law basis for staying the English claims. The agreement was governed by English law, the English court had exclusive jurisdiction over Hipgnosis’s claims, and that court was the one forum capable of determining the overall dispute. The risk of inconsistent judgments did not justify rewriting clause 14.
6. Hague Convention. It was unnecessary to decide whether article 5(2) of the Hague Convention on Choice of Court Agreements 2005 applies to asymmetric jurisdiction clauses. The issue was left for a case in which it mattered.

1. Court of Appeal (Civil Division). The appeal was allowed and the stay of the purchase-price claims was lifted.
2. Business and Property Courts of England and Wales, Business List (ChD). Marcus Smith J, in [2025] EWHC 444 (Ch), stayed the purchase-price claims and made no order as to costs.