Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd [2022] EWHC 3287 (Comm) (20 December 2022)

Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd [2022] EWHC 3287 (Comm) (20 December 2022)

The anti-assignment clause in Article 15 of the Sale Contract, properly construed, applies to voluntary transfers of rights, including those resulting from a party's voluntary acts leading to a transfer by operation of law. In this case, MBA's decisions to insure, select Japanese law, and make a claim were voluntary...

Source-derived case information.

Citation
[2022] EWHC 3287 (Comm)
Parties
Claimant: Dassault Aviation SA; Defendant: Mitsui Sumitomo Insurance Co Ltd
Jurisdiction
England and Wales
Judgment Date
20 December 2022
Procedural Posture
Section 67 Arbitration Act 1996 Challenge to Arbitral Jurisdiction / Judgment on Application to Set Aside Arbitral Partial Award
Outcome
Application granted; Partial Award set aside; Tribunal found to lack substantive jurisdiction.
Legal Topics
No Assignment Clauses, Subrogation, Arbitration Jurisdiction, Interpretation of Contracts, Assignment by Operation of Law
Arbitration Contract Law Insurance Law No Assignment Clauses Subrogation Arbitration Jurisdiction Interpretation of Contracts Assignment by Operation of Law

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Parties

Dassault Aviation SA

Claimant

Mitsui Sumitomo Insurance Co Ltd

Defendant

Procedural Posture

Section 67 Arbitration Act 1996 Challenge to Arbitral Jurisdiction / Judgment on Application to Set Aside Arbitral Partial Award

Legal Issues

  1. 1 Does a contractual prohibition on assignment in an English law contract preclude transfer of rights to an insurer by operation of Japanese law subrogation?
  2. 2 Does the anti-assignment clause in the Sale Contract apply to transfers by operation of law or only to voluntary assignments?
  3. 3 Is the arbitral tribunal's jurisdiction affected by the nature of the transfer of rights from MBA to MSI?

Ratio Decidendi

The anti-assignment clause in Article 15 of the Sale Contract, properly construed, applies to voluntary transfers of rights, including those resulting from a party's voluntary acts leading to a transfer by operation of law. In this case, MBA's decisions to insure, select Japanese law, and make a claim were voluntary acts that caused the transfer to MSI. Therefore, the transfer was not genuinely involuntary or outside MBA's control, and the prohibition on assignment applies, rendering the transfer ineffective and depriving the arbitral tribunal of jurisdiction over MSI's claim.

Court Disposition

Application granted; Partial Award set aside; Tribunal found to lack substantive jurisdiction.

Orders

  • Partial Award of 29 March 2022 set aside.
  • Declaration that the arbitral tribunal lacks substantive jurisdiction over MSI's claim against Dassault.