Diageo DV Limited v Nio SRL (in liquidation)

An anti-suit injunction will ordinarily be granted where the applicant establishes to a high degree of probability that an exclusive English jurisdiction agreement exists and that the foreign proceedings fall within its scope, unless strong reasons justify refusal.

Where related agreements contain inconsistent jurisdiction clauses, the court must construe them broadly, purposively and commercially, considering the transaction as a whole and identifying the dispute’s centre of gravity. A comprehensive agreement governing the parties’ substantive rights may govern disputes notwithstanding a narrower jurisdiction clause in a related transfer instrument.

The claimant sought an interim anti-suit injunction restraining proceedings brought by the defendant in the Civil Court of Milan. The dispute concerned the claimant’s withholding of part of a deferred payment under a share purchase agreement.

The share purchase agreement contained an exclusive English jurisdiction clause. A related deed of transfer contained an exclusive Italian jurisdiction clause. The central issue was which clause governed the dispute and whether the defendant’s Italian proceedings breached the English jurisdiction agreement.

1. The application for an interim anti-suit injunction was granted, with the injunction returnable on 8 September 2025. Costs were reserved.
2. Clause 24 of the share purchase agreement was an exclusive jurisdiction agreement within Article 3(b) of the 2005 Hague Convention on Choice of Court Agreements. An exclusive English jurisdiction clause imposed both a positive obligation to sue in England and a negative obligation not to commence proceedings elsewhere.
3. Where related agreements contain potentially inconsistent jurisdiction clauses, the court must construe the clauses in the context of the transaction as a whole. The wording, overall contractual scheme and centre of gravity of the dispute are relevant.
4. The share purchase agreement comprehensively governed the purchase price, indemnities and the circumstances in which sums could be withheld. The deed of transfer was narrower and was executed only for the purposes of section 2470 of the Italian Civil Code. The dispute concerned payment obligations under the share purchase agreement, rather than the validity or performance of the deed.
5. The claimant established to the requisite high degree of probability that the Italian proceedings fell within clause 24 of the share purchase agreement and not Article 8 of the deed of transfer. The Italian proceedings were therefore commenced in breach of contract.
6. The power to grant the injunction arose under section 37 of the Senior Courts Act 1981. No strong reasons existed for refusing relief, so it was just and reasonable to grant the interim injunction.