Croda Europe Ltd & Ors v Agform Limited & Ors

An interim anti-suit injunction may be granted to restrain foreign proceedings brought in breach of an exclusive jurisdiction clause where the applicant establishes the clause’s application with a high degree of probability and the defendant shows no strong reason against relief.

Exclusive jurisdiction clauses are construed broadly where claims arise from facts sufficiently connected with the contractual relationship. They may bind an assignee enforcing assigned rights. Contractual obligations and jurisdiction clauses may survive termination for disputes concerning pre-termination events and continuing confidentiality obligations.

Where relief is sought on vexatious and oppressive grounds, the court must establish a sufficient interest and proceed with caution because of comity. Claims by affiliates are not automatically subject to a contracting party’s jurisdiction clause, although affiliate proceedings may be restrained where they are a means of circumventing it.

The Croda Parties sought interim anti-suit injunctions against proceedings commenced by the Agform Parties in the United States District Court for the District of Delaware. The Delaware complaint asserted trade-secret claims concerning information supplied under two agreements governed by English law and containing exclusive jurisdiction clauses in favour of the English courts.

The application was advanced contractually against claims by parties to the agreements, on a derived-rights basis against an assignee, and on the ground that other claims were vexatious and oppressive. The issues included the construction and survival of the jurisdiction clauses, their application to statutory trade-secret claims, the effect of assignments, the position of non-signatory affiliates, and the appropriate form of interim relief.

1. Contractual and derived-rights relief. The court applied the principles summarised in QBE Europe SANV v General Espana [2022] EWHC 2062 (Comm). Croda Europe established with a high degree of probability that the Delaware claims brought by ATL, and previously by AL, fell within the exclusive jurisdiction clauses. AgLLC was also subject to the clauses to the extent that it asserted rights derived from ATL or AL.
2. The confidentiality-assistance provisions did not require Croda Europe to submit to proceedings in Delaware. A general obligation to assist could not override a specific exclusive jurisdiction clause. The clauses survived termination or expiry for disputes concerning earlier events and continuing confidentiality obligations.
3. The jurisdiction clauses were construed broadly. The Delaware claims arose from facts sufficiently connected with the contractual relationship, notwithstanding that they were pleaded under US and Delaware trade-secret statutes. The inability of an English court to grant relief under those statutes did not prevent the clauses from applying where equivalent contractual or confidence-based relief was available.
4. The court rejected reliance on the Moçambique principle. The Delaware proceedings were not patent-enforcement proceedings, and the principle did not extend to confidentiality or trade-secret rights on the evidence before the court.
5. Vexatious and oppressive relief. The English court had a sufficient interest because the agreements concerned information supplied by English companies under English law contracts containing English exclusive jurisdiction clauses. However, non-signatory affiliates were not automatically bound. Delsys’s claims were not shown to be a circumvention of the clauses, and claims against Croda Plc and Croda Inc were not shown to be vexatious or oppressive merely because the complaint did not differentiate the parties.
6. The court ordered interim relief restraining the contractual and derived-rights claims against Croda Europe. The Delaware complaint was required to be amended, in a form approved by the court, to remove those claims and AL as plaintiff unless AL proceeded without claims against Croda Europe. The application to serve AgLLC out of the jurisdiction was granted, or permission was unnecessary under CPR 6.33(2B)(c).

First-instance interim application in the Commercial Court. The judgment does not state any prior appellate decision in this dispute.