JP Morgan Securities Plc & Ors v VTB Bank PJSC

An arbitration agreement generally governs disputes between its contracting parties. Wide words such as disputes arising out of or connected with a contract do not, without more, create an implied promise not to sue a non-party elsewhere. The court declined to formulate such a term where its scope would depend on disputed concepts such as circumvention, artificiality, affiliate status and purpose.

Anti-suit relief may nevertheless be granted on the vexatious and oppressive basis. Relevant factors include whether foreign proceedings substantively enforce English-law contractual obligations, circumvent an agreed forum or sanctions regime, apply an unnatural law, or undermine English court orders. The jurisdiction remains flexible and multi-factorial.

VTB brought proceedings in Russia against entities in the JPMorgan group concerning balances and obligations said to arise under the UMAA, Client Agreement and ISDA Master Agreement. The Russian claims were pleaded principally in tort and relied on Russian legal principles developed in response to sanctions, including liability extending to affiliated companies.

Interim anti-suit injunctions had been granted by Andrew Baker J on 13 December 2024 and continued by Calver J. The JPM entities sought final anti-suit and anti-enforcement injunctions. VTB challenged service and jurisdiction, sought discharge of the interim orders, and argued that the Russian proceedings did not breach the arbitration agreements and were not vexatious or oppressive.

The central issues were whether the claims fell within the relevant arbitration agreements, whether those agreements extended to claims against non-parties, and whether relief should be granted on the court’s equitable jurisdiction.

1. Disposition. VTB’s jurisdiction challenge and application to set aside the interim anti-suit injunctions were dismissed. Final anti-suit and anti-enforcement injunctions were granted to the JPM entities, except JPM Russia. Permission for alternative service was granted.
2. The UMAA and Client Agreement claims were, in substance, attempts to enforce contractual obligations governed by English law. Their being pleaded in tort under Russian law did not take them outside the arbitration agreements. The agreements used wide language and covered disputes about balances and transfers following termination.
3. The 2017 Terms were binding on VTB. Their arbitration provision did not displace the UMAA, Client Agreement or ISDA arbitration agreements for claims against their signatories. It did, however, confer enforceable negative and arbitral rights on qualifying Affiliates under the Contracts (Rights of Third Parties) Act 1999. The hierarchy clauses did not prevent those rights operating alongside the earlier agreements.
4. The court rejected the argument that the bare connecting words in the UMAA and Client Agreement arbitration agreements implied a general Third Party Claim Obligation. The necessary term could not be formulated without overreaching into legitimate claims against affiliates or other non-parties.
5. The Russian proceedings were vexatious and oppressive. Relevant factors included their substantive contractual character, intended circumvention of English law and the UK sanctions regime, use of unnatural principles imposing liability on non-parties, retrospective alteration of English-law obligations, and, for the ISDA Claim, an apparent opportunistic change of position which threatened the integrity of existing English orders.
6. Forum conveniens considerations had little or no weight against enforcement of the arbitration agreements. England and Wales was the appropriate forum for determining whether the Russian proceedings were wrongful. The evidence did not establish unreasonable delay or material non-disclosure sufficient to justify refusing relief.

This was a first-instance decision. The judgment records that Andrew Baker J granted interim anti-suit injunctions on 13 December 2024, which Calver J continued on 16 January 2025. The present court made the injunctions final, subject to the stated exception.