FH Holding Moscow Ltd v AO Unicredit Bank & Anor [2025] EWHC 3111 (Comm) (25 November 2025)

FH Holding Moscow Ltd v AO Unicredit Bank & Anor [2025] EWHC 3111 (Comm) (25 November 2025)

The Moscow proceedings are not in clear breach of the Facility Agreement arbitration clause because the Mortgage Agreement, which incorporates Facility Agreement terms, provides for disputes—including whether an Event of Default has occurred—to be resolved in the Moscow Commercial Court. The dispute falls within both the arbitration and jurisdiction clauses, and the parties legislated for this overlap. The English court lacks jurisdiction over AO as there is no real issue to try against SPA in England, and the claim against SPA has no realistic prospect of success. The requirements for an anti-suit injunction are not met on either the contractual or vexatious/oppressive basis.

Citation
[2025] EWHC 3111 (Comm)
Parties
Applicant/claimant: FH Holding Moscow Limited; First Respondent/defendant: AO UniCredit Bank; Second Respondent/defendant: UniCredit S.p.A.
Jurisdiction
England and Wales
Judgment Date
25 November 2025
Procedural Posture
Commercial Court Application for Anti Suit Injunction and Jurisdictional Challenges / Judgment After Contested Hearing on Applications for Anti Suit Injunction, Jurisdiction Challenge, and Summary Judgment
Outcome
Claimant's application for anti-suit injunction refused; AO's jurisdiction challenge succeeds; SPA's summary judgment application granted.
Legal Topics
Anti Suit Injunctions, Jurisdiction Clauses, Arbitration Agreements, Summary Judgment, Service Out of Jurisdiction, Sanctions, Contract Interpretation
Arbitration Banking and Finance Conflict of Laws Civil Procedure Anti Suit Injunctions Jurisdiction Clauses Arbitration Agreements Summary Judgment +3 more

Case Brief

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Parties

FH Holding Moscow Limited

Applicant/claimant

AO UniCredit Bank

First Respondent/defendant

UniCredit S.p.A.

Second Respondent/defendant

Procedural Posture

Commercial Court Application for Anti Suit Injunction and Jurisdictional Challenges / Judgment After Contested Hearing on Applications for Anti Suit Injunction, Jurisdiction Challenge, and Summary Judgment

Legal Issues

  1. 1 Whether the Moscow proceedings are in breach of the Facility Agreement arbitration clause
  2. 2 Whether the English court has jurisdiction over AO UniCredit Bank
  3. 3 Whether the claim against UniCredit S.p.A. has a realistic prospect of success

Ratio Decidendi

The Moscow proceedings are not in clear breach of the Facility Agreement arbitration clause because the Mortgage Agreement, which incorporates Facility Agreement terms, provides for disputes—including whether an Event of Default has occurred—to be resolved in the Moscow Commercial Court. The dispute falls within both the arbitration and jurisdiction clauses, and the parties legislated for this overlap. The English court lacks jurisdiction over AO as there is no real issue to try against SPA in England, and the claim against SPA has no realistic prospect of success. The requirements for an anti-suit injunction are not met on either the contractual or vexatious/oppressive basis.

Court Disposition

Claimant's application for anti-suit injunction refused; AO's jurisdiction challenge succeeds; SPA's summary judgment application granted.

Orders

  • Application for anti-suit injunction dismissed
  • Claim against UniCredit S.p.A. summarily dismissed