IGCF SPV 21 Ltd v Al Jomaih Power Ltd and Denham Investment Ltd - Judgment
Exclusive jurisdiction clause in a shareholders agreement governed by English law with respect to a Cayman company (A) stipulating that disputes arising out of or in connection with the agreement be litigated in Cayman or London – X, Y and Z own the shares in A - A owns a majority stake in a company incorporated in Pakistan (B) – B is a regulated utility company in Pakistan and the other shares in B are owned by the Government of Pakistan – the shareholders of B are subject to the terms of a sale and purchase agreement governed by Pakistan law - the sole voting share in X and interests in other shareholders of X were transferred and X sought to exercise its rights under the shareholders agreement to require A to appoint new directors to the board of B – Y and Z opposed such an appointment and commenced proceedings in Pakistan against X, A and B and the Government of Pakistan and the Pakistan regulatory authorities seeking orders against X and the Pakistan authorities – Y and Z also obtained an interim injunction against X – X claimed that the commencement of the proceedings in Pakistan were in breach of the exclusive jurisdiction clause and applied for a permanent injunction restraining X and Y from continuing with those proceedings. Anti‑Suit Injunctions; Exclusive Jurisdiction Clauses; International Comity; Contract Interpretation; Conflict of Laws; Company & Shareholder Disputes; Foreign Proceedings
| Cause Number | FSD 0269/2022 (NSJ) |
|---|---|
| Court | CIGC (FSD) |
| Judge | Segal J |
| Parties | IGCF SPV 21 Ltd v Al Jomaih Power Ltd and Denham Investment Ltd - Judgment |
| Judgment Date | 2023-07-20 |
| Subject | Exclusive jurisdiction clause in a shareholders agreement governed by English law with respect to a Cayman company (A) stipulating that disputes arising out of or in connection with the agreement be litigated in Cayman or London – X, Y and Z own the shares in A - A owns a majority stake in a company incorporated in Pakistan (B) – B is a regulated utility company in Pakistan and the other shares in B are owned by the Government of Pakistan – the shareholders of B are subject to the terms of a sale and purchase agreement governed by Pakistan law - the sole voting share in X and interests in other shareholders of X were transferred and X sought to exercise its rights under the shareholders agreement to require A to appoint new directors to the board of B – Y and Z opposed such an appointment and commenced proceedings in Pakistan against X, A and B and the Government of Pakistan and the Pakistan regulatory authorities seeking orders against X and the Pakistan authorities – Y and Z also obtained an interim injunction against X – X claimed that the commencement of the proceedings in Pakistan were in breach of the exclusive jurisdiction clause and applied for a permanent injunction restraining X and Y from continuing with those proceedings. Anti‑Suit Injunctions; Exclusive Jurisdiction Clauses; International Comity; Contract Interpretation; Conflict of Laws; Company & Shareholder Disputes; Foreign Proceedings |
| Filename (current) | 23-07-20-IGCF-SPV-21-v-Al-Jomaih-Power-Limited-and-Denham-Investment-Ltd-Judgment-FSD-269-of-2022-NSJ.pdf |
| Statute | Sections cited | Mentions |
|---|---|---|
| Companies Act | 118, 136 and 160, 159 | 19 |
| Arbitration Act | 34, 4 | 2 |
| Grand Court Rules - Vol I - Orders (subordinate) | — | 1 |
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