EUPillar James Petter v EMC Europe Limited and EMC Corporation [2015] EWHC 1498 (QB)

Summary

The claimant was employed by the English subsidiary of an American company, EMC. He was holding the post of Global Director which put him in a position to make a contribution to the success of the company. As a result, he was entitled to benefiting from a Stock Plan which awarded him certain common stock. His contract contained a restrictive covenant as well as a choice-of-court agreement. Mr Petter resigned from his post, giving notice on 15th January 2015. He intended to take up employment with a competitor of his employer. On 27th February 2013, EMC started proceeding in the courts of Massachusetts, invoking the exclusive jurisdiction clause. EMC sought a declaration to rescind the most recent award of stock granted to Mr Petter. On 13th March 2015, Mr Petter started proceedings in England, seeking a declaration that he did not act in breach of contract as well as declarations the restrictive covenant and the restrictive terms of the Stock Plan were unenforceable. Also, Mr Petter sought an antisuit injunction against EMC, EMC challenged the jurisdiction of the English court. The English High dismissed the jurisdictional challenge, establish jurisdiction under Section V of the Brussels I recast. However, it refused to award the anti-suit injunctions. Mr Justice Cooke held: “50 In my judgment I am therefore bound by the reasoning in Samengo-Turner which applies equally to the facts of this case and certainly sufficiently so to give rise to a good arguable case on the part of Mr Petter. In consequence, Mr Petter is entitled to bring his claim against EMC Corporation in this country under Article 21.1(b)(i) and Article 21.2 and EMC is only entitled to bring proceedings in courts of this country against Mr Petter under Article 22 . By reason of the terms of Articles 23 and 25.4 the agreement between EMC Corporation and Mr Petter to the jurisdiction of the courts of Massachusetts is of no legal force, so far as the courts of this country are concerned. It has therefore to be ignored even though it is, as found already by the court in Massachusetts, as a matter of Massachusetts law, binding upon the parties to it. […]. […] 69 I consider that the grant of anti-suit injunctions is essentially inimical to the Regulation which certainly does not allow such in the context of jurisdictional disputes where the jurisdictions in question are the courts of Member States. Common Law jurisdiction may grant anti-suit injunctions outside the context of the Recast Regulation but, once matters are governed by the Regulation, even if it is open to the court, it would not seem appropriate to do so on the grounds of a jurisdiction granted solely by the Recast Regulation , as opposed to jurisdiction founded on an agreement between the parties. 70 This is not a case where it is said that the existence of proceedings in Massachusetts is vexatious and oppressive and it cannot be said that the rulings of the Massachusetts court on its own jurisdiction are in breach of customary international law. Regard must be had to the parties' free choice of law which applies, namely Massachusetts law, and the requirements of comity in relation to the decision of that court. 71 Applying the relevant considerations for the grant of an interim injunction, I come to the clear conclusion that it would not be appropriate to grant the anti-suit injunction sought. Furthermore, since the effect of it is likely to preclude any future decision by the Massachusetts court at all, so that it is, to all intents and purposes, final in its effect, a higher threshold may be necessary to grant such an injunction. If what was being sought was a final injunction, I would not consider the case made out.” [50 and 69-71] Both parties appealed. The Court of Appeal confirmed that the English court had jurisdiction. It was also awarded an anti-suit injunction which was intended to enforce the EU public policy, protecting weaker parties to contract.