Citibank NA, London Branch v Oceanwood Opportunities Master Fund & Ors

Citibank NA, London Branch v Oceanwood Opportunities Master Fund & Ors

The dispute falls within the jurisdiction clause of the ICA, which gives the English court jurisdiction. The existence of the Indenture's New York jurisdiction clause does not override the ICA clause in this context, as the dispute is genuinely one arising under the ICA and not a contrivance. The parties intended the ICA jurisdiction clause to have full effect for disputes arising out of or in connection with it, even if those disputes also touch on the Indenture. Therefore, the English court has jurisdiction and Foxhill's challenge fails.

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
Commercial/financial List Jurisdictional Challenge / Interlocutory Application on Jurisdiction
Outcome
Jurisdiction challenge dismissed; English court has jurisdiction.
Legal Topics
Jurisdiction Clauses, Interpretation of Multi Contract Jurisdiction Provisions, Enforcement of Security, Urgency and Exceptional Circumstances in Jurisdictional Disputes
Commercial Law Banking and Finance Law Conflict of Laws Jurisdiction Clauses Interpretation of Multi Contract Jurisdiction Provisions Enforcement of Security Urgency and Exceptional Circumstances in Jurisdictional Disputes

Case Brief

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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

Commercial/financial List Jurisdictional Challenge / Interlocutory Application on Jurisdiction

Legal Issues

  1. 1 Whether the English court has jurisdiction to hear the dispute in light of conflicting jurisdiction clauses in the Indenture (New York) and the Intercreditor Agreement (ICA, England)
  2. 2 Whether the dispute falls within the ICA jurisdiction clause or is governed exclusively by the Indenture jurisdiction clause
  3. 3 Whether exceptional circumstances justify English proceedings if the New York clause is exclusive

Ratio Decidendi

The dispute falls within the jurisdiction clause of the ICA, which gives the English court jurisdiction. The existence of the Indenture's New York jurisdiction clause does not override the ICA clause in this context, as the dispute is genuinely one arising under the ICA and not a contrivance. The parties intended the ICA jurisdiction clause to have full effect for disputes arising out of or in connection with it, even if those disputes also touch on the Indenture. Therefore, the English court has jurisdiction and Foxhill's challenge fails.

Court Disposition

Jurisdiction challenge dismissed; English court has jurisdiction.

Orders

  • Foxhill's challenge to jurisdiction is dismissed.
  • Directions for Foxhill to serve an unconditional acknowledgment of service to be addressed at a further hearing.