UBS AG & UBS Securities Llc v HSH Nordbank AG

UBS AG & UBS Securities Llc v HSH Nordbank AG

The Court of Appeal held that the claims in the English proceedings do not fall within the scope of the exclusive English jurisdiction clause in the Dealer’s Confirmation. The dispute concerns the sale and management of the NS4 Notes (CDOs), which are governed by New York law and subject to New York jurisdiction clauses. The Dealer’s Confirmation and the Kiel MTN Notes were merely the mechanism for payment and are not at the commercial centre of the dispute. Sensible business people would not have intended that identical misrepresentation claims would fall within both the English and New York jurisdiction clauses simply because the consideration was the issue of the Kiel MTN Notes. The...

Parties
Appellants/claimants: UBS AG and UBS Securities LLC; Respondents/defendants: HSH Nordbank AG
Jurisdiction
England and Wales
Judgment Date
18 June 2009
Procedural Posture
Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Jurisdiction Clauses, Negative Declaratory Relief, Collateralised Debt Obligations (cdos), Forum Non Conveniens, Brussels I Regulation
Conflict of Laws Banking and Finance Law Contract Law Jurisdiction Clauses Negative Declaratory Relief Collateralised Debt Obligations (cdos) Forum Non Conveniens Brussels I Regulation

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Parties

UBS AG and UBS Securities LLC

Appellants/claimants

HSH Nordbank AG

Respondents/defendants

Procedural Posture

Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Whether the English court has jurisdiction under the exclusive jurisdiction clause in the Dealer’s Confirmation for disputes arising from the transaction, particularly claims of misrepresentation and breach of contract.
  2. 2 Whether the claims in the English proceedings fall within the scope of the English jurisdiction clause or are governed by New York jurisdiction clauses in other transaction documents.
  3. 3 Whether the English proceedings should be stayed on forum non conveniens grounds.

Ratio Decidendi

The Court of Appeal held that the claims in the English proceedings do not fall within the scope of the exclusive English jurisdiction clause in the Dealer’s Confirmation. The dispute concerns the sale and management of the NS4 Notes (CDOs), which are governed by New York law and subject to New York jurisdiction clauses. The Dealer’s Confirmation and the Kiel MTN Notes were merely the mechanism for payment and are not at the commercial centre of the dispute. Sensible business people would not have intended that identical misrepresentation claims would fall within both the English and New York jurisdiction clauses simply because the consideration was the issue of the Kiel MTN Notes. The...

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.