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Enforcing Exclusive Jurisdiction Clause in MSC v Interglobal [2025] EWHC 1464 (Comm)

Introduction

The case of MSC Mediterranean Shipping Company SA & Ors v Interglobal Technologies Ltd & Ors ([2025] EWHC 1464 (Comm)) represents a significant judicial pronouncement on the enforcement of exclusive jurisdiction clauses in bills of lading, the application of the Carriage of Goods by Sea Act 1992 (COGSA 1992), and the English courts’ approach to granting anti-suit injunctions (ASIs) and anti-anti-suit injunctions (AASIs).

Background

Heard before Mr Justice Bryan in the Commercial Court on 1 May 2025, the dispute arose from four non-negotiable bills of lading issued by MSC Mediterranean Shipping Company S.A. (MSC), between 6 December 2023 and 4 June 2024, for transporting containers from China to Nigeria. MSC, the first claimant, acted as the contractual carrier, with its Nigerian office (MSC Nigeria) as the second claimant and the vessel MSC Lipsia III as the third claimant. The defendants comprised Interglobal Technologies Limited and Interglobal Construction Ltd (collectively “Interglobal”), Nigerian companies named as consignees, and Zhengzhou Sangroup Machinery and Equipment Co. Ltd (ZSME), a Chinese manufacturer acting as the shipper.

Classified as “straight” and non-negotiable sea waybills under COGSA 1992, the bills of lading incorporated MSC’s standard terms and conditions (MSC Terms), available on MSC’s website and printed on the reverse side. Clause 10.3 of the MSC Terms mandated that any suit by the “Merchant” be filed exclusively in the High Court of London, with English law as the governing law. Clause 1 defined the Merchant to include the shipper, consignee, holder of the bill, receiver of goods, and any person acting on their behalf. Clause 2 stipulated that the contract was between the carrier (MSC) and the Merchant.

The contracts were executed, but Interglobal delayed returning MSC’s containers, incurring demurrage and detention charges under clauses 14.8 and 14.9 of the MSC Terms. When payment was delayed, MSC exercised its contractual right to withhold containers, arriving around 26 July 2024. After Interglobal paid the outstanding sums, the containers were released on 9 September 2024. However, on 30 September 2024, Interglobal initiated proceedings in Nigeria, alleging breaches of the contract of carriage, seeking USD 32,000 in demurrage repayments and USD 35 million in punitive, exemplary, and reputational damages. Interglobal secured the arrest of MSC Tasmania in Nigeria on 22 November 2024.

MSC sought urgent interim relief from the English Commercial Court, relying on the exclusive jurisdiction clause. On 20 December 2024, Dias J issued an interim ASI, ruling that the Nigerian proceedings violated the clause and that the vessel’s arrest was vexatious, especially since Interglobal rejected a USD 500,000 P&I Club Letter of Undertaking (LOU) as alternative security. Interglobal disregarded the ASI, continuing the Nigerian proceedings and maintaining the arrest, compelling MSC to provide a USD 10 million bank guarantee to secure the vessel’s release on 23 January 2025. Interglobal subsequently initiated additional Nigerian proceedings to restrain the English proceedings, prompting MSC to seek an AASI. Although Interglobal discontinued these new proceedings on 14 April 2025, it declined to commit to not restarting them.

The 1 May 2025 hearing addressed Interglobal’s request to discharge the ASI and MSC’s applications to continue the ASI and grant an AASI. Interglobal argued for the ASI’s discharge on four grounds: (1) it was not bound by the bills of lading, including the jurisdiction clause; (2) the clause was void under section 20 of the Nigerian Admiralty Jurisdiction Act 1991; (3) MSC had submitted to Nigerian jurisdiction; and (4) MSC failed to make full and frank disclosure during the ex parte hearing.

Court’s Findings

1. Incorporation of MSC Terms

The court first addressed whether the MSC Terms, including the exclusive jurisdiction clause, were incorporated into the contracts of carriage. Bryan J ruled that incorporation was indisputable, as Interglobal’s Nigerian proceedings relied on the bills to assert its right to sue, implicitly acknowledging the contracts of carriage. These contracts were formed between MSC (carrier) and ZSME (shipper), with the bills incorporating the MSC Terms, printed on the reverse and referenced on MSC’s website. The front of each bill clearly stated that the Merchant “expressly accepts and agrees to all terms and conditions” on both sides and on MSC’s website.

Citing Maersk Guine-Bissau Sarl v Almar-Hum Bubacar Balde Sarl [2024] EWHC 993 (Comm), the court affirmed that directing parties to standard terms on a website provides sufficient notice for incorporation. The parties’ prior dealings under identical terms for three consignments further supported this finding, as Interglobal never questioned the governing terms. Bryan J determined there was a high probability that the bills incorporated the MSC Terms and jurisdiction clause under English law, dismissing Interglobal’s claim of receiving only the front page as irrelevant to incorporation.

2. Binding Effect on Interglobal

The court next considered whether Interglobal, as consignee, was bound by the MSC Terms. Applying COGSA 1992, Bryan J concluded that Interglobal was bound for three independent reasons, each sufficient on its own:

• Section 2(1)(b) COGSA 1992: As the named consignee, Interglobal was entitled to delivery under the sea waybills, acquiring rights of suit as if it were an original contracting party. The bills, classified as non-negotiable sea waybills under section 1(1)(b), transferred these rights upon delivery.
• Section 3(1)(a) COGSA 1992: Interglobal accepted delivery of the goods on specified dates (e.g., 16 February 2024 for MEDUEM356618), thereby assuming the contract’s liabilities, including the jurisdiction clause, as if it were an original party.
• Section 3(1)(b) COGSA 1992: By pursuing claims in Nigeria for breaches of the bills, Interglobal bound itself to the contract’s terms, including the jurisdiction clause.

Drawing on Sea Master Shipping Inc v Arab Bank (Switzerland) Ltd [2019] 1 Lloyd’s Rep 101 and Aline Tramp SA v Jordan International Insurance Co [2017] 1 Lloyd’s Rep 467, the court confirmed that jurisdiction clauses bind consignees under COGSA 1992, treating them as original parties. Interglobal’s argument about lacking notice of the MSC Terms was rejected, as COGSA 1992 imposes no such requirement. The telex release letters, authorising delivery without the bills, also incorporated the MSC Terms, reinforcing their binding effect under sections 1(1)(c) and 2(1)(c) of COGSA 1992 (MSC Mediterranean Shipping Company SA v Glencore International AG [2017] EWCA Civ 365).

3. Grounds for Refusing Relief

Interglobal presented four grounds to discharge the ASI, all dismissed by the court:

• Nigerian Admiralty Jurisdiction Act 1991: Interglobal claimed that section 20 invalidated the jurisdiction clause for admiralty matters performed in Nigeria. Bryan J ruled that English conflict of law principles governed, as the bills specified English law. The clause’s validity was thus determined under English law, making Nigerian law irrelevant.
• Forum Non Conveniens: Interglobal argued that Nigeria was the appropriate forum due to the dispute’s local connections. The court rejected this, citing UniCredit Bank GmbH v RusChemAlliance LLC [2024] 3 WLR 659 and Turner v Grovit [2002] 1 WLR 107, which establish that forum non conveniens is irrelevant when enforcing an exclusive jurisdiction clause, as the parties’ contractual choice prevails.
• Submission to Nigerian Jurisdiction: Interglobal alleged that MSC’s appearances in Nigeria constituted submission to its jurisdiction. The court found these appearances were conditional, aimed solely at protecting the arrested vessel, and safeguarded by section 33(1)(c) of the Civil Jurisdiction and Judgments Act 1982. Nigerian procedural rules on jurisdiction challenges were irrelevant under English law, with MSC’s counsel confirming that objections could be raised at any time.
• Full and Frank Disclosure: Interglobal contended that MSC failed to disclose Nigerian procedural requirements and telex release details at the ex parte hearing. Bryan J found no material non-disclosure, as MSC’s case centered on the bills’ terms, adequately presented. Telex release and Notices of Arrival were irrelevant to COGSA 1992’s application, and MSC disclosed its conditional appearances.

The court concluded that Interglobal failed to demonstrate “strong reasons” to discharge the ASI, as required by The Angelic Grace [1995] 1 Lloyd’s Rep 87. The ongoing Nigerian proceedings breached the exclusive jurisdiction clause, warranting the ASI’s continuation until trial.

4. Anti-Anti-Suit Injunction

The court granted the AASI, finding a real and continuing risk that Interglobal would initiate further Nigerian proceedings to disrupt the English proceedings. Interglobal’s additional proceedings, discontinued on 14 April 2025, were deemed tactical, and its refusal to provide assurances against restarting them heightened the risk. The existing ASI’s scope failed to deter Interglobal, necessitating the AASI to safeguard the English court’s jurisdiction.

5. Costs

The court awarded costs on an indemnity basis for both the ASI and AASI, following A v B (No 2) [2007] 1 Lloyd’s Rep 358. Interglobal’s breach of the jurisdiction clause necessitated MSC’s applications, and the risk of future breaches justified indemnity costs. The court summarily assessed ASI costs at £123,567.67 and AASI costs at £20,778.75, rejecting Interglobal’s objections to the use of multiple fee earners and the amounts claimed. The court noted the case’s commercial significance, involving a USD 35 million claim and a USD 10 million security, and found no evidence of inappropriate duplication.

Comment

This ruling reinforces the English courts’ commitment to upholding exclusive jurisdiction clauses in bills of lading under COGSA 1992, clarifying that consignees are bound by the contract’s terms without needing specific notice. It highlights the irrelevance of foreign laws when English law governs and the limited applicability of forum non conveniens in such cases. The AASI’s issuance underscores the court’s readiness to protect contractual jurisdiction agreements against foreign proceedings commenced in breach.

MSC Mediterranean Shipping Company SA & Ors v Interglobal Technologies Ltd & Ors [2025] EWHC 1464 (Comm) (01 May 2025)