Summary
The claimant, AEL, was an English carrier. The first defendant, Socofi, was a company incorporated in France which imports fruits from Ivory Coast. The second defendant, DAM, was a fruit grower from Ivory Coast.
AEL began proceedings in England suing both defendants for the sum of $350,649.36 plus interest. It was argued that money was due for shipments between November 2007 and September 2008.
The first defendant challenged the jurisdiction of the English court. AEL alleged that their agreement incorporated certain terms which included an English jurisdiction clause. Socofi denied that it had agreed to an English jurisdiction clause.
The English Court upheld the jurisdictional challenge. It declared that it had no jurisdiction to hear the AEL claim against the first defendant. Mr Justice Christopher Clarke held that:
“47 In the present case AEL did not send an offer with their standard terms on the back; nor did the parties incorporate standard terms in a particular trade or a master agreement. What was offered in correspondence was a set of services which included maritime transport services under AEL/DAM conditions. It is common ground that the entirety of those conditions is not incorporated. Among those not incorporated are DAM's obligation to ship all its export produce on AEL vessels and, probably, the deadfreight provisions. The conditions do, however, contain various terms which directly relate to the provision of the carriage service (e.g. the provisions as to bills of lading, freight rates, payment of freight and charges, the bunker adjustment factor, AEL's lien, insurance, and force majeure). Socofi's agreement to AEL's conditions is not left without meaningful content if the jurisdiction clause is not included. The words that the parties have used are entirely apt to incorporate the AEL conditions insofar as they bear upon the nature and cost of the services to be provided and the extent of the parties' obligation to do so.
48 I am not, however, able to infer with confidence that the parties intended to incorporate into their agreement the jurisdiction clause in the agreement between DAM and AEL, an agreement made under the aegis of OCAB of which I do not understand Socofi to have been a member. […]” [47-48].