Sax v Tchernoy

Sax v Tchernoy

Mr Sax failed to show a good arguable case that there was a binding contract or that any such contract was governed by English law. The MOU lacked intention to create legal relations, was at best an agreement to agree, and was too uncertain to be enforceable. Even if there was a contract, the presumption under the Rome Convention pointed to Russian law, not English law. There was no serious issue to be tried on breach or damages, as the transaction never reached the stage where obligations would arise. Service out of the jurisdiction was therefore set aside.

Parties
Claimant: Mr Carl A Sax; Defendant: Mr Lev Tchernoy
Jurisdiction
England and Wales
Judgment Date
26 March 2014
Procedural Posture
Commercial Court Application to Set Aside Service Out of Jurisdiction / Ruling on Application to Set Aside Service
Outcome
Application to set aside service out of jurisdiction allowed; service set aside.
Legal Topics
Jurisdiction, Service Out of Jurisdiction, Intention to Create Legal Relations, Agreements to Agree, Applicable Law Under Rome Convention, Damages for Breach of Contract
Contract Law Private International Law Civil Procedure Jurisdiction Service Out of Jurisdiction Intention to Create Legal Relations Agreements to Agree Applicable Law Under Rome Convention +1 more

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Parties

Mr Carl A Sax

Claimant

Mr Lev Tchernoy

Defendant

Procedural Posture

Commercial Court Application to Set Aside Service Out of Jurisdiction / Ruling on Application to Set Aside Service

Legal Issues

  1. 1 Whether there was a binding contract between the parties
  2. 2 Whether any such contract was governed by English law
  3. 3 Whether there was a serious issue to be tried on breach and damages

Ratio Decidendi

Mr Sax failed to show a good arguable case that there was a binding contract or that any such contract was governed by English law. The MOU lacked intention to create legal relations, was at best an agreement to agree, and was too uncertain to be enforceable. Even if there was a contract, the presumption under the Rome Convention pointed to Russian law, not English law. There was no serious issue to be tried on breach or damages, as the transaction never reached the stage where obligations would arise. Service out of the jurisdiction was therefore set aside.

Court Disposition

Application to set aside service out of jurisdiction allowed; service set aside.

Orders

  • Service of proceedings on Mr Tchernoy out of the jurisdiction is set aside.