EUPillar AstraZeneca UK Ltd v Albemarle International Corp & Anor [2010] EWHC 1028 (Comm)

Summary

The claimant, AZ, was an English company. The defendants formed part of a group of companies, Albermarle (AC). AZ were involved in the manufacture of prescription drugs. Albermarle were manufacturing chemicals. In 2005, the parties entered into an agreement for the supply of a chemical product. The 2005 agreement included an English jurisdiction and choice-of-law clause. On 25 Feb 2008, the defendants initiated court proceedings in Orangeburg, South Carolina. They sued for damages caused by an alleged breach of the terms of the 2005 agreement. On 23rd June 2008, the parties entered into another supply contract which contained a South Carolina jurisdiction and choice-of-law agreement. In March 2009, AZ commenced the English proceedings, bringing three claims (contractual breach, duress, conspiracy). Albermarle challenged the English courts jurisdiction. The English court, pursuant to Article 23 of Brussels I, exercised jurisdiction in respect of the contractual claims arising out of the 2005 agreement. It was held that, due to the existence of the jurisdictional clause incorporated in the 2008 Agreement, the English court had to stay its proceedings in respect of the claims in duress and conspiracy. Mr Justice Hamblen held: “55 […] on the material before the court AZ has much the better argument and prospects on appeal on the issue of whether there exists between AZ and Albemarle a subsisting agreement conferring jurisdiction on the English courts. In particular: (1) The ‘product’ referred to in the entire agreement clause is the product which was the subject of the purchase and sale effected by the 2008 Agreement. That is not the contractual product which was the subject matter of the 2005 Agreement. If so, the 2005 Agreement is not a relevant ‘prior agreement’. (2) Even if the 2005 Agreement is such a ‘prior agreement’, the fact that it is agreed to have no further force and effect has little relevance to an already terminated agreement, still less to accrued claims thereunder. (3) The clause does not expressly deprive AZ of their already accrued causes of action for damages under the 2005 Agreement, still less does it expressly address or remove their rights to rely on the jurisdiction agreement. (4) On any view the clause does not clearly deprive AZ of those rights and Professor Crystal’s undisputed evidence is that in the event of any ambiguity the clause would be construed against AC, the drafting party. 56. In relation to whether the claims made raise a serious issue to be tried the only point raised by Albemarle was the alleged supersession of the 2005 Agreement. For the reasons outlined above AZ have at the least established that there is a serious issue to be tried on that issue. 57. It follows that AZ have established that the English court has jurisdiction over its contract claims pursuant to Article 23 of the Judgments Regulation. […] 122 I accordingly conclude that the English court has jurisdiction over all three of AZ's claims. However, as a matter of discretion the duress and conspiracy claims should be stayed in the light of the South Carolina court exclusive jurisdiction clause in the 2008 Agreement. No stay should be ordered in respect of the contract claims under the 2005 Agreement which should be allowed to proceed in this country regardless of Albemarle's appeal in the 2008 action.” [55-57 and 120]