Third Eye Projects Ltd & Anor v Mint S.p.A

Third Eye Projects Ltd & Anor v Mint S.p.A

The dispute falls within the scope of the SPA jurisdiction clause as it arises out of or is connected with the SPA, including non-contractual claims. Even if the jurisdiction clause did not apply, England is the natural forum for the claim, as Mint failed to demonstrate that Italy is clearly and distinctly more appropriate. The Application to stay the claim or decline jurisdiction is dismissed.

Parties
Claimant: Third Eye Projects Ltd; Claimant: Mr Javid Zahir; Defendant: Mint S. P. A
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Application / Ruling on Jurisdiction and Stay Application
Outcome
application dismissed
Legal Topics
Jurisdiction Clauses, Forum Non Conveniens, Shareholder Rights, Cross Border Mergers, Proprietary Estoppel
Company Law Contract Law Conflict of Laws Jurisdiction Clauses Forum Non Conveniens Shareholder Rights Cross Border Mergers Proprietary Estoppel

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Parties

Third Eye Projects Ltd

Claimant

Mr Javid Zahir

Claimant

Mint S. P. A

Defendant

Procedural Posture

Application / Ruling on Jurisdiction and Stay Application

Legal Issues

  1. 1 Does the dispute fall within the scope of the jurisdiction clause in the SPA?
  2. 2 Is Italy, specifically the Court of First Instance of Milan, a more appropriate forum than England for the determination of the claim?

Ratio Decidendi

The dispute falls within the scope of the SPA jurisdiction clause as it arises out of or is connected with the SPA, including non-contractual claims. Even if the jurisdiction clause did not apply, England is the natural forum for the claim, as Mint failed to demonstrate that Italy is clearly and distinctly more appropriate. The Application to stay the claim or decline jurisdiction is dismissed.

Court Disposition

application dismissed

Orders

  • English court retains jurisdiction
  • Claim will proceed in England