Conex Oil & Gas Holdings Ltd v PSTV Energy FZCO

Proceedings brought in England under a non-exclusive jurisdiction clause should not ordinarily be stayed unless strong reasons are shown. Matters foreseeable when the agreement was made cannot normally provide those reasons. This includes parallel foreign proceedings, convenience factors, duplication, possible inconsistent judgments and difficulty enforcing an English judgment abroad.

A case-management stay pending foreign proceedings is distinct and requires rare or compelling circumstances and a powerful reason. Submission to the foreign jurisdiction for recognition and enforcement is determined under English law from all the facts. Maintaining a primary jurisdictional challenge while making merits submissions without prejudice does not ordinarily amount to submission.

COGH guaranteed obligations owed by its Liberian subsidiary, CPS, to PSTV under a marine-fuel supply agreement. The guarantee was governed by English law and contained a non-exclusive English jurisdiction clause. CPS’s underlying liability was disputed and was subject to London arbitration.

After receiving a letter before action, COGH commenced accounting proceedings in Liberia. PSTV then issued English proceedings under the guarantee, challenged the Liberian court’s jurisdiction and ceased participating after that challenge failed. COGH sought a stay under CPR 11, alternatively on case-management grounds, relying on parallel proceedings, convenience, enforcement and the anticipated Liberian judgment. The central issues were whether those matters constituted strong reasons or made a stay necessary in the interests of justice.

The Stay Application was dismissed. Permission was granted for Ms Brumskine’s report to be adduced on the Stay Application.

1. Stay under CPR 11. Proceedings brought in England under a non-exclusive jurisdiction clause require strong reasons before they will be stayed. The court applied the approach discussed in Donohue v Armco [2001] UKHL 64, Antec International Ltd v Biosafety USA Inc [2006] EWHC 47 (Comm) and Deutsche Bank AG v Highland Crusader Offshore Partners LP [2009] EWCA Civ 725. Matters foreseeable when the jurisdiction agreement was made could not ordinarily be relied on to escape the contractual bargain. The relevant exception concerned the interests of justice in the fair-trial sense, rather than ordinary convenience.

2. The existence of the Liberian proceedings did not amount to a strong reason. The parties had contemplated the possibility of parallel proceedings by choosing a non-exclusive jurisdiction clause. The anticipated duplication, possible inconsistency, location of witnesses and documents, and difficulty enforcing an English judgment in Liberia were foreseeable or otherwise insufficient. The reasoning in Spec 1 Limited v The Export-Import Bank of China [2026] EWHC 1162 (Comm) and Mercury v Communication Telesystems [1999] 2 All ER (Comm) 33 supported that conclusion.

3. For recognition and enforcement in England, submission to a foreign court was a question of English law, inferred from all the facts. The foreign court’s view and the position under Liberian law were not determinative. PSTV had maintained its jurisdictional objection, made merits submissions expressly without prejudice to that objection, and ceased participation after its challenge failed. That did not amount to submission under section 33 of the Civil Jurisdiction and Judgments Act 1982. Svendborg v Wansa [1996] 2 Lloyd's Law Reports 559 was distinguishable because the parties in that case had clearly submitted and sought to defend the foreign proceedings on their merits.

4. Case-management stay. A stay pending parallel foreign proceedings was a separate application. Under Civil Procedure Rules 1998, it required rare or compelling circumstances and a powerful reason before it could be in the interests of justice. COGH had initiated the Liberian proceedings knowing that English proceedings were imminent; PSTV had not participated since its jurisdiction challenge failed; and the Liberian judgment would not be recognised or enforced in England. The possible imminence or favourable outcome of that judgment did not justify a stay.