UBS AG, London Branch & Anor v Kommunale Wasserwerke Leipzig GmbH

UBS AG, London Branch & Anor v Kommunale Wasserwerke Leipzig GmbH

The English proceedings are not principally concerned with the validity of decisions of KWL's organs under Article 22.2; the main focus is on contractual enforceability, claims for payment, and performance under the PMAs, with capacity being only one of several issues. The exclusive English jurisdiction clause and governing law are significant. The English court was first seised, as UBS complied with procedural requirements for service. There is no basis to stay or dismiss the English proceedings in favour of the German court.

Parties
Claimant/respondent: UBS AG, London Branch; Claimant/respondent: UBS Global Asset Management (UK) Limited; Defendant/applicant: Kommunale Wasserwerke Leipzig GmbH (KWL)
Jurisdiction
England and Wales
Judgment Date
15 October 2010
Procedural Posture
Commercial Contractual Dispute (jurisdictional Challenge) / Ruling on Application to Dismiss or Stay Proceedings for Lack of Jurisdiction
Outcome
Application to dismiss or stay proceedings dismissed
Legal Topics
Jurisdiction Under Brussels Regulation, Exclusive Jurisdiction Clauses, Ultra Vires/capacity of Companies, Lis Pendens and Related Actions, Contractual Enforceability
Private International Law Commercial Law Banking and Finance Jurisdiction Under Brussels Regulation Exclusive Jurisdiction Clauses Ultra Vires/capacity of Companies Lis Pendens and Related Actions Contractual Enforceability

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Parties

UBS AG, London Branch

Claimant/respondent

UBS Global Asset Management (UK) Limited

Claimant/respondent

Kommunale Wasserwerke Leipzig GmbH (KWL)

Defendant/applicant

Procedural Posture

Commercial Contractual Dispute (jurisdictional Challenge) / Ruling on Application to Dismiss or Stay Proceedings for Lack of Jurisdiction

Legal Issues

  1. 1 Whether the English court has jurisdiction or should decline jurisdiction in favour of the German court under Article 22.2 of Council Regulation (EC) 44/2001 (Brussels Regulation)
  2. 2 Whether the proceedings are principally concerned with the validity of decisions of KWL's organs (Article 22.2)
  3. 3 Whether the German court was first seised under Articles 27, 28, and 30 of the Regulation

Ratio Decidendi

The English proceedings are not principally concerned with the validity of decisions of KWL's organs under Article 22.2; the main focus is on contractual enforceability, claims for payment, and performance under the PMAs, with capacity being only one of several issues. The exclusive English jurisdiction clause and governing law are significant. The English court was first seised, as UBS complied with procedural requirements for service. There is no basis to stay or dismiss the English proceedings in favour of the German court.

Court Disposition

Application to dismiss or stay proceedings dismissed

Orders

  • KWL's application to dismiss or stay the English proceedings is dismissed.
  • The English court retains jurisdiction over the claims by UBS AG and UBS AM.