[2025] EWHC 1368 (Comm)

The UMAA is for the operation of accounts for precious metals, with a running balance and provision for transfer, and a right on JPMCB’s part not to act on a transfer instruction which might be contrary to any applicable law. The obligations survive termination (clause 10.3). The arrangements for transferring any balance on the closure of the accounts had to be acceptable to JPMCB London branch. Clearly, therefore, the UMAA addressed issues of entitlement to payment of any undisputed balance. There is a dispute as to whether JPMCB has acted wrongfully in not making the transfer. That clearly has a close connection with the UMAA.

The Client Agreement also provides for the liquidation of the open positions to generate a single sum payable to one or other party, for the circumstance in which money received from VTB or generated from trading conducted on its behalf can be released to VTB, and for the circumstances in which JPMS plc is relieved from performing its obligations. Clause 37 confirms the continuation of the Client Agreement after termination until all business is wound-up.

More generally, the suggestion that a dispute as to the transfer of money or property when a contract is terminated does not engage the terms of the contract under which the money was due, or the property held, but rather unspecified “general principles of law” (in this case, apparently, Russian law as the person demanding transfer is a Russian entity seeking to receive them there) is hopeless. If a bank account is closed with a credit due to the account holder, the obligation to pay the debt will arise under the terms of the contract governing the account, and, in any event, a dispute about a failure to pay that debt will fall within the dispute resolution agreement in that contract and be governed by its applicable law.

Even if the claimant relies on a property right (and I think it highly doubtful that VTB has a proprietary right in specific gold or silver, as opposed to a contractual right under the UMAA to delivery of a particular quantity of gold and silver or its value), a dispute about whether JPMCB was obliged to transfer such property falls within the arbitration agreement in the UMAA, just as a dispute about whether a shipowner was obliged to deliver cargo to its owner or a warehouse to redeliver goods to the bailor would fall within a dispute resolution clause in the contract of carriage or warehousing terms.