JP Morgan International Finance Ltd v WEREALIZE.COM Ltd [2025] EWHC 1842 (Comm) (18 July 2025)

JP Morgan International Finance Ltd v WEREALIZE.COM Ltd [2025] EWHC 1842 (Comm) (18 July 2025)

JPM, by commencing proceedings in Greece against the Directors for alleged conduct as directors of Viva, breached the SHA's exclusion of liability and exclusive jurisdiction clauses. The SHA, governed by English law, precludes such claims between parties and their representatives in relation to its subject matter. An implied term prohibits JPM from bringing proceedings in a forum that would not give effect to this exclusion. The English court has jurisdiction and should grant anti-suit injunctions restraining JPM from pursuing the Greek proceedings against the Directors. The claims in Greece are within the scope of the SHA and not saved by the fraud carve-out. There are no strong reasons...

Citation
[2025] EWHC 1842 (Comm)
Parties
Claimant/part 20 Defendant/part 8 Defendant: J. P. Morgan International Finance Limited; Defendant/part 20 Claimant: WEREALIZE. COM LIMITED; Part 8 Claimant: Charalampos Karonis; Part 8 Claimant: Dimitrios Mavrogiannis; Part 8 Claimant: Dimitrios Michalogiannakis; Part 8 Claimant: Theodoros Katsas
Jurisdiction
England and Wales
Judgment Date
18 July 2025
Procedural Posture
Commercial Court Expedited Hearing (anti Suit Injunction and Related Relief) / Judgment After Substantive Hearing
Outcome
Anti-suit injunctions granted restraining JPM from pursuing the Greek proceedings against the Directors.
Legal Topics
Anti Suit Injunctions, Shareholders' Agreements, Jurisdiction Clauses, Exclusion of Liability, Directors' Duties, Tort Claims Against Directors, Enforcement of Contractual Rights, Rome II Regulation
Commercial Law Conflict of Laws Contract Law Company Law Anti Suit Injunctions Shareholders' Agreements Jurisdiction Clauses Exclusion of Liability +4 more

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Parties

J. P. Morgan International Finance Limited

Claimant/part 20 Defendant/part 8 Defendant

WEREALIZE. COM LIMITED

Defendant/part 20 Claimant

Charalampos Karonis

Part 8 Claimant

Dimitrios Mavrogiannis

Part 8 Claimant

Dimitrios Michalogiannakis

Part 8 Claimant

Theodoros Katsas

Part 8 Claimant

Procedural Posture

Commercial Court Expedited Hearing (anti Suit Injunction and Related Relief) / Judgment After Substantive Hearing

Legal Issues

  1. 1 Whether JPM breached the shareholders' agreement (SHA) by bringing proceedings in Greece against directors nominated by WRL
  2. 2 Whether the English court has jurisdiction to grant anti-suit injunctions restraining Greek proceedings
  3. 3 Whether the claims in Greece fall within the scope of the SHA and its exclusive jurisdiction clause

Ratio Decidendi

JPM, by commencing proceedings in Greece against the Directors for alleged conduct as directors of Viva, breached the SHA's exclusion of liability and exclusive jurisdiction clauses. The SHA, governed by English law, precludes such claims between parties and their representatives in relation to its subject matter. An implied term prohibits JPM from bringing proceedings in a forum that would not give effect to this exclusion. The English court has jurisdiction and should grant anti-suit injunctions restraining JPM from pursuing the Greek proceedings against the Directors. The claims in Greece are within the scope of the SHA and not saved by the fraud carve-out. There are no strong reasons...

Court Disposition

Anti-suit injunctions granted restraining JPM from pursuing the Greek proceedings against the Directors.

Orders

  • JPM is restrained from continuing or commencing proceedings in Greece against the Directors arising out of their management of Viva.
  • Costs to be determined.