LM-2025-000222 - [2025] EWHC 2109 (Comm)

Discussion

In my judgment, the central issue that arises on the Claimant’s application for an interim anti-suit injunction is whether the dispute forming the subject matter of the Italian proceedings falls within the scope of clause 24 of the SPA or Article 8 of the Deed of Transfer.

As I have explained, the resolution of this issue is essentially a matter of construction. Having had regard to the wording of the SPA and of the Deed of Transfer and to the detailed allegations contained in the Italian Writ of Summons, I have been persuaded (to the requisite standard) that the dispute forming the subject matter of the Italian proceedings falls within the scope of clause 24 of the SPA and not within Article 8 of the Deed of Transfer. Accordingly, it follows that the Italian proceedings have been commenced by the Defendant in breach of contract. I have reached this conclusion for the following principal reasons.

First, the SPA contains a comprehensive account of the rights and obligations assumed by both parties in relation to the purchase by the Claimant from the Defendant of the category A share in Niococktails. In particular, the SPA determines the total consideration payable (including the Deferred and Exit Payments) by the Claimant, the indemnities granted by the Defendant and the circumstances and basis on which the Claimant can withhold part of the purchase price. By contrast, the Deed of Transfer is much narrower in scope and, as expressly stated in the SPA, was required “only” for the purposes of section 2470 of the Italian Civil Code. The final sentence of Article 2 of the Deed of Transfer makes clear that the parties obligations in relation to the payment of any further sums additional to the Completion Payment are beyond the scope of the Deed of Transfer and governed by separate agreements (i.e. those contained within the SPA).

Secondly, the language of clause 24 of the SPA is broad in scope and confers on the English court exclusive jurisdiction in relation to any claim or dispute arising out of or in connection with the SPA. By contrast, the language of Article 8 of the Deed of Transfer is narrower in scope and gives the Court of Milan exclusive jurisdiction in relation to any dispute concerning the Deed of Transfer.

Thirdly, it is clear from the Writ of Summons that the essential complaint underlying all of the Defendant’s claims in the Italian proceedings is that the Claimant failed to pay the Deferred Payment under the SPA in full. The alleged breaches of the terms of the SPA clearly fall within the scope of clause 24 of the SPA. Moreover, even though several claims are formulated by reference to various articles of the Italian Civil Code, the substance of the Defendant’s claims are that the Claimant failed to comply with its obligations under the SPA and acted improperly in withholding the sum of €780,008.00 from the Deferred Payment due under the terms of the SPA.

Fourthly, the centre of gravity of the dispute which forms the subject matter of the Italian proceedings falls within the scope of clause 24 of the SPA rather than Article 8 of the Deed of Transfer.

In these circumstances, absent strong reasons not to do so, this is a case in which it is just and reasonable to grant the Claimant interim injunctive relief to enforce its rights under clause 24 of the SPA. Having considered the evidence of Ms Cook, I was satisfied that there were no (let alone strong) reasons not to grant the interim injunctive relief sought by the Claimant in this case.