Citibank NA, London Branch v Oceanwood Opportunities Master Fund & Ors [2018] EWHC 305 (Ch) (19 February 2018)

Citibank NA, London Branch v Oceanwood Opportunities Master Fund & Ors [2018] EWHC 305 (Ch) (19 February 2018)

The dispute as to whether Oceanwood can participate in the instructing group under the ICA is a genuine dispute arising out of or in connection with the ICA, and thus falls within the English jurisdiction clause of the ICA. The existence of the New York jurisdiction clause in the Indenture does not override the...

Source-derived case information.

Citation
[2018] EWHC 305 (Ch)
Parties
Claimant: Citibank, N. A., London Branch; First Defendant: Oceanwood Opportunities Master Fund; Second Defendant: Foxhill Capital Partners LLC; Third Defendant: Foxhill Opportunity Fund, L. P.
Jurisdiction
England and Wales
Judgment Date
19 February 2018
Procedural Posture
Part 8 Claim for Directions (jurisdictional Challenge) / Judgment on Jurisdictional Challenge
Outcome
Foxhill's challenge to the jurisdiction of the English court is dismissed.
Legal Topics
Jurisdiction Clauses, Contract Interpretation, Security Enforcement, Intercreditor Agreements, Exclusive Jurisdiction, Forum Non Conveniens
Banking and Finance Insolvency Private International Law Jurisdiction Clauses Contract Interpretation Security Enforcement Intercreditor Agreements Exclusive Jurisdiction +1 more

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Parties

Citibank, N. A., London Branch

Claimant

Oceanwood Opportunities Master Fund

First Defendant

Foxhill Capital Partners LLC

Second Defendant

Foxhill Opportunity Fund, L. P.

Third Defendant

Procedural Posture

Part 8 Claim for Directions (jurisdictional Challenge) / Judgment on Jurisdictional Challenge

Legal Issues

  1. 1 Whether the English court has jurisdiction to determine disputes arising under the Intercreditor Agreement (ICA) despite the existence of a New York jurisdiction clause in the Indenture.
  2. 2 Whether the dispute about Oceanwood's 'control' and voting rights is governed by the ICA or the Indenture for jurisdictional purposes.

Ratio Decidendi

The dispute as to whether Oceanwood can participate in the instructing group under the ICA is a genuine dispute arising out of or in connection with the ICA, and thus falls within the English jurisdiction clause of the ICA. The existence of the New York jurisdiction clause in the Indenture does not override the English jurisdiction clause for disputes properly arising under the ICA. The parties' commercial intention, the interlocking nature of the agreements, and Article 25 of the Recast Brussels Regulation support English jurisdiction. Foxhill's challenge to jurisdiction fails.

Court Disposition

Foxhill's challenge to the jurisdiction of the English court is dismissed.

Orders

  • Foxhill to serve an unconditional acknowledgment of service.