[2025] EWHC 1368 (Comm)

It is necessary to consider the claims asserted in the UMAA and Client Agreement Claims as a matter of substance, categorising them as a matter of English law by analogy with the cases referred to at [110] above. So analysed, they are attempts to recover amounts said to be due under contracts governed by English law. In their substance, the Russian law tort claims are an attempt to enforce inherently contractual obligations in an inherently contractual way.

I am satisfied that the pursuit of those claims in Russia is intended to circumvent the UMAA and CA Arbitration Agreements, the rules of English law which would apply in that context, and more generally the English law sanctions regime. In doing so, VTB is seeking to obtain an illegitimate juridical advantage (namely avoiding the laws of England and Wales including the UK sanctions regime) and is undermining the efficacy of that regime. Mr Fenwick KC suggested that, taken as a general proposition, Singh LJ’s reference to the significance of any circumvention of the English law sanctions regime “cannot stand because to circumvent the sanctions regime of this country is something which is either a breach of the sanctions regime or not”. However, I accept that such a circumvention is a relevant factor which forms part of the overall assessment of whether a claim is vexatious and oppressive, even though there is no absolute rule that such claims are always vexatious and oppressive. The ability to take a factor into account without making it determinative is one of the benefits of approaching this issue on the basis of the “vexatious and oppressive” jurisdiction rather than as an implied term.

The provisions of Russian law used to impose liability on non-parties to the UMAA and Client Agreement do not accord with generally recognised principles of civil law. The claim in tort for failure to pay a debt and a tortious obligation imposed on all companies in the same corporate group regardless of any involvement in the transaction to take steps to require a debtor to pay are an unnatural form of liability as a matter of general principles of civil law. Further, the claims involve the wholesale disregard of corporate personality and contractual privity, by reference to special legal principles developed in response to international sanctions. As a result, the inevitable consequence of the pursuit of the Russian proceedings is the application of an “unnatural law” to these trading relationships governed by English law.

The effect of the Russian legal principles developed in response to sanctions is to purport to make a significant retrospective change to English law obligations, in particular as to the identity of the parties to those obligations, but also as to the circumstances in which payment is required.

The matters in (ii) to (iv) establish a sufficient interest of the courts of England and Wales for the purposes of granting anti-suit relief.

Taking account of all of these factors, I have come to the conclusion that the UMAA and Client Agreement claims are vexatious and oppressive both as regards JPMS plc and JPMCB, and also as regards the other JPM Entities joined to them. In particular, it is vexatious and oppressive to JPMS plc and JPMCB to pursue an affiliate such as JPM Russia, in the circumstances I have outlined, bringing what are in substance claims to enforce obligations arising under agreements to which JPMS pls and JPMCB are parties, but otherwise than in accordance with the applicable law and dispute resolution provisions and as a means of circumventing sanctions which apply to the amounts payable in connection with the UMAA and Client Agreement.