Spec 1 Limited & Ors v The Export-Import Bank of China

An asymmetric exclusive jurisdiction clause may require one party to sue exclusively in the designated court while allowing the other party to sue in any other court of competent jurisdiction. Such a clause may contemplate parallel proceedings.

Where proceedings are brought in the designated English court pursuant to the clause, a stay requires strong reasons. Foreseeable factors, including parallel proceedings, forum convenience and the risk of inconsistent judgments, will ordinarily not suffice where the contract contemplated those consequences. An anti-suit injunction will not ordinarily restrain proceedings which the contract permits.

The Borrowers sought declarations and relief concerning finance documents governed by English law. The Lender had commenced admiralty proceedings in Singapore against Spec 3 and later proceedings against Spec 1 and Spec 2. The Borrowers brought this action in England and applied for an anti-suit injunction, alternatively an anti-anti-suit injunction. The Lender applied for a stay of the English proceedings on forum non conveniens and case management grounds.

The central issue was the construction and effect of Clause 18 of the NAR Loan Agreement, an asymmetric exclusive jurisdiction clause, including whether it permitted parallel proceedings and whether Singapore was a court of competent jurisdiction for the Lender’s later proceedings.

1. The Lender’s stay application was dismissed. Clause 18.2 gave the Borrowers an unqualified contractual right to bring proceedings in England. It also required them to sue exclusively in England, while Clause 18.3 preserved the Lender’s right to commence proceedings in another court of competent jurisdiction.
2. The words “for the exclusive benefit of the Lender” did not permit the Lender to waive or renounce the Borrowers’ right to sue in England. The word “irrevocably” reinforced that conclusion.
3. Clause 18.3 permitted the Lender to commence proceedings elsewhere even after proceedings had been commenced in England. Its language expressly contemplated concurrent proceedings in more than one jurisdiction. The clause had to be construed consistently with the commercial purpose of asymmetric jurisdiction clauses in ship finance transactions, namely enabling enforcement wherever assets were located.
4. Because England was the designated jurisdiction for proceedings brought by the Borrowers, a stay required strong reasons. The foreseeable existence of parallel proceedings, the location of documents and witnesses, and the risk of inconsistent judgments did not constitute strong reasons. Nor did the interests of justice or case management require a stay. The parties had accepted the foreseeable risk of parallel proceedings when contracting.
5. The Borrowers’ anti-suit injunction application was dismissed. Singapore was a court of competent jurisdiction within Clause 18.3. The Lender could rely on the Singapore jurisdictional factors concerning proprietary or security rights in movable property and breach of contract. Proceedings in OC 847 were therefore contractually permitted and could not be characterised as vexatious or oppressive merely because parallel English proceedings existed.
6. The alternative anti-anti-suit injunction application also failed. There was no realistic basis for apprehending an application by the Lender, and any such application would properly be determined by the Singapore court. The Lender’s objections to the English proceedings had already been heard and rejected by the English court.
7. The action would proceed in England unless the parties agreed a stay or other practical arrangement.

First instance decision. The judgment records that Justice Pang in Singapore dismissed the Lender’s anti-suit injunction application on 25 February 2026; permission to appeal was granted by the Singapore Court of Appeal on 12 May 2026.