J.P. Morgan Securities Plc & Ors v VTB Bank PJSC

For anti-suit relief on vexatious or oppressive grounds, an English court’s sufficient interest is not a free-standing factor to be balanced against comity. It asks whether the English connection is sufficient to justify interference notwithstanding comity. Foreign proceedings may be restrained where their substance and purpose are to recover obligations governed by English law while circumventing an English-seated arbitration agreement, applicable sanctions, or both. Such circumvention is relevant, but is not automatically decisive. A broad arbitration clause benefiting affiliates can operate alongside specific product contracts to which those affiliates are not parties. The party seeking an anti-suit injunction need not commence arbitration.

Following sanctions imposed after the Russian invasion of Ukraine, JPMS and JPMCB froze balances and precious metals held for VTB under English-law contracts containing London arbitration clauses. VTB commenced Russian tort proceedings against those companies and other JPMorgan entities, including a Russian affiliate, relying on Russian legislation developed in response to sanctions.

Foxton J granted final anti-suit and anti-enforcement injunctions and rejected VTB’s jurisdictional challenges in the Commercial Court judgment reported at [2025] EWHC 1368 (Comm). VTB appealed on the affiliate arbitration rights, vexation and oppression, sufficient interest and comity, and the exercise of discretion. The central issues were whether the proceedings against affiliates could be restrained and whether the English court had sufficient interest to intervene.

Appeal dismissed. The Court of Appeal unanimously dismissed VTB’s appeal on all grounds. It did not hear argument on the Respondents’ Notice and made no determination on its merits.

1. Affiliate arbitration rights. The conflict provision in the 2017 Terms did not establish a hierarchy excluding affiliates from relying on the arbitration clause. The approach in Pagnan SpA v Tradax Ocean Transportation SA [1987] 2 Lloyd’s Rep 342, Alexander v West Bromwich Mortgage Co [2016] EWCA Civ 496 and Septo Trading Inc v Tinetrade Ltd (The NouNou) [2021] EWCA Civ 718 permits clauses to operate together where they can fairly and sensibly be given effect. Clause 32.2 covered disputes including non-contractual liabilities, and clause 35 conferred its benefit on affiliates. The product contracts governed their signatories and did not govern claims against affiliates. All relevant JPM entities were therefore entitled to invoke the LCIA arbitration clauses, although JPM Russia did not do so.
2. Comity and sufficient interest. The sufficient-interest requirement and comity are two aspects of the same overall question. The issue is whether the English connection is sufficiently strong to justify interference with foreign proceedings notwithstanding comity. The Judge had considered both the English interest and the nature of the Russian legal regime. There was no error in his approach.
3. Vexation and oppression. The Russian claims had to be assessed by their substance, context, purpose and intended effect, rather than by their tortious label. They sought recovery of debts and other obligations arising under English-law contracts, while using retrospective Russian-law rules to circumvent the contractual arbitration clauses, applicable English law and the UK sanctions regime. That circumvention was a relevant factor, but did not create an automatic rule that such proceedings were always vexatious or oppressive. The resulting disregard of corporate personality and contractual privity provided sufficient interest for intervention. JPM Russia’s Russian incorporation did not alter that conclusion, since it was sued for debts of non-Russian affiliates governed by English law.
4. Negative obligation and disposition. An anti-suit injunction enforces the negative obligation not to litigate outside the chosen forum. The JPM entities were not obliged to commence arbitration. Grounds 1 to 3 failed, and Ground 4 necessarily failed. The injunctions, including those restraining proceedings against JPM Russia, therefore remained in force.

• Court of Appeal (Civil Division) — VTB’s appeal against the Commercial Court orders was dismissed on all grounds: [2026] EWCA Civ 589.
• High Court of Justice, Commercial Court — Foxton J declared the arbitration agreements valid and binding, granted final anti-suit and anti-enforcement injunctions, and rejected VTB’s jurisdictional challenges: [2025] EWHC 1368 (Comm).