Port de Djibouti S.A. v DP World Djibouti FZCO

Port de Djibouti S.A. v DP World Djibouti FZCO

The arbitrator had jurisdiction to determine all claims, including whether PDSA remained a Shareholder after the Presidential Ordinance, because the arbitration agreements covered disputes arising out of the parties' relationship as Shareholders, including disputes about the effect of compulsory share transfer. PDSA did not cease to be a Shareholder for contractual purposes until a deed of adherence was executed by the transferee, which did not occur. PDSA also lost the right to object to jurisdiction over the Share Transfer Claim by failing to raise a distinct objection during the arbitration.

Parties
Claimant/respondent in the Arbitration: Port de Djibouti S.A.; Defendant/claimant in the Arbitration: DP World Djibouti FZCO
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Arbitration Claim (jurisdictional Challenge) / Judgment on Section 67 Arbitration Act 1996 Challenge
Outcome
Claim dismissed; arbitrator's jurisdiction upheld.
Legal Topics
Jurisdiction of Arbitral Tribunal, Shareholder Status, Interpretation of Arbitration Agreements, Effect of Compulsory Share Transfer, Loss of Right to Object Under Arbitration Act 1996 S.73
Arbitration Commercial Law Contract Law Jurisdiction of Arbitral Tribunal Shareholder Status Interpretation of Arbitration Agreements Effect of Compulsory Share Transfer Loss of Right to Object Under Arbitration Act 1996 S.73

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Parties

Port de Djibouti S.A.

Claimant/respondent in the Arbitration

DP World Djibouti FZCO

Defendant/claimant in the Arbitration

Procedural Posture

Arbitration Claim (jurisdictional Challenge) / Judgment on Section 67 Arbitration Act 1996 Challenge

Legal Issues

  1. 1 Whether the arbitrator had jurisdiction to determine claims after the compulsory transfer of shares by Presidential Ordinance
  2. 2 Whether PDSA remained a 'Shareholder' for the purposes of the JVA and Articles after the Ordinance
  3. 3 Whether the arbitrator's findings on shareholder status and breach were within her jurisdiction

Ratio Decidendi

The arbitrator had jurisdiction to determine all claims, including whether PDSA remained a Shareholder after the Presidential Ordinance, because the arbitration agreements covered disputes arising out of the parties' relationship as Shareholders, including disputes about the effect of compulsory share transfer. PDSA did not cease to be a Shareholder for contractual purposes until a deed of adherence was executed by the transferee, which did not occur. PDSA also lost the right to object to jurisdiction over the Share Transfer Claim by failing to raise a distinct objection during the arbitration.

Court Disposition

Claim dismissed; arbitrator's jurisdiction upheld.

Orders

  • PDSA's section 67 challenge is dismissed.
  • The arbitrator had jurisdiction over all matters determined in the Award.