J.P. Morgan International Finance Limited v Werealize.com Limited

J.P. Morgan International Finance Limited v Werealize.com Limited

The Directors are entitled to anti-suit injunctions restraining JPM from pursuing Greek proceedings because clause 33 of the SHA, as interpreted and implied, constitutes a contractual promise by JPM not to sue the Directors in a jurisdiction where the clause's exclusion of liability would not be effective. The Greek proceedings breach this implied term. WRL and the Directors' alternative bases for anti-suit relief (quasi-contractual, third party claim obligation, vexatious and oppressive) fail. The applicable law of the tort is Greek law, not English law, and the Greek proceedings are not subjectively or objectively vexatious or oppressive.

Parties
Claimant/part 20 Defendant/defendant: J. P. Morgan International Finance Limited; Defendant/part 20 Claimant/part 8 Claimant: Werealize.com Limited; Part 8 Claimant/director: Charalampos Karonis; Part 8 Claimant/director: Dimitrios Mavrogiannis; Part 8 Claimant/director: Dimitrios Michalogiannakis; Part 8 Claimant/director: Theodoros Katsas
Jurisdiction
England and Wales
Judgment Date
18 July 2025
Procedural Posture
Commercial Court Expedited Hearing / Judgment on Anti Suit Injunction Applications
Outcome
Anti-suit injunction granted in favour of Directors; WRL and Directors' other claims dismissed.
Legal Topics
Anti Suit Injunctions, Exclusive Jurisdiction Clauses, Shareholders' Agreements, Directors' Liability, Vexatious and Oppressive Proceedings, Rome II Regulation, Third Party Rights, Implied Terms
Contract Law Company Law Conflict of Laws Civil Procedure Anti Suit Injunctions Exclusive Jurisdiction Clauses Shareholders' Agreements Directors' Liability +4 more

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Parties

J. P. Morgan International Finance Limited

Claimant/part 20 Defendant/defendant

Werealize.com Limited

Defendant/part 20 Claimant/part 8 Claimant

Charalampos Karonis

Part 8 Claimant/director

Dimitrios Mavrogiannis

Part 8 Claimant/director

Dimitrios Michalogiannakis

Part 8 Claimant/director

Theodoros Katsas

Part 8 Claimant/director

Procedural Posture

Commercial Court Expedited Hearing / Judgment on Anti Suit Injunction Applications

Legal Issues

  1. 1 Whether clause 33 of the SHA bars JPM from suing WRL-nominated directors in Greece
  2. 2 Whether the Directors are entitled to anti-suit injunctions against JPM's Greek proceedings
  3. 3 Whether WRL can restrain JPM from suing its Representatives in Greece

Ratio Decidendi

The Directors are entitled to anti-suit injunctions restraining JPM from pursuing Greek proceedings because clause 33 of the SHA, as interpreted and implied, constitutes a contractual promise by JPM not to sue the Directors in a jurisdiction where the clause's exclusion of liability would not be effective. The Greek proceedings breach this implied term. WRL and the Directors' alternative bases for anti-suit relief (quasi-contractual, third party claim obligation, vexatious and oppressive) fail. The applicable law of the tort is Greek law, not English law, and the Greek proceedings are not subjectively or objectively vexatious or oppressive.

Court Disposition

Anti-suit injunction granted in favour of Directors; WRL and Directors' other claims dismissed.

Orders

  • JPM restrained from pursuing Greek proceedings against the Directors
  • Permission granted for service out of jurisdiction for Directors' claim