CL-2025-000380 - [2025] EWHC 2462 (Comm)

Fecha: 30-Sep-2025

Croda Europe’s claim for ASI relief against ATL

Croda Europe’s claim for ASI relief against ATL

The Agform Parties’ suggested short answer

25.

Mr Hatt suggested that the Agform Parties had a short answer to all of the claims, which is that “the Delaware Proceedings are expressly envisaged by the terms of the Agreements and, moreover, ones which [Croda Europe] has expressly agreed to assist [AL and ATL] to pursue”. This was a reliance on clause 2(f) of the Confidentiality Agreement and clause 2(3)(f) of the Collaboration Agreement.

26.

I am satisfied that the suggested “short answer” does not assist the Agform Parties:

First, I am satisfied to a high probability that “assistance reasonably required” cannot require Croda Europe to forgo its express contractual requirement to be sued by ATL (and under the Confidentiality Agreement, AL) only in England: see by analogy RTI Ltd v MUR Shipping BV [2024] UKSC 5.

ii)

Second, so far as the Delaware Proceedings against Croda Europe are concerned, I am satisfied to a high probability that these are not aimed at “prevent[ing] any improper use of the Confidential Information by any Related Persons of the Recipient” but are proceedings against the Recipient. The fact that ATL has chosen to pursue those proceedings together with other Agform Parties who are not contractually prevented from suing Croda Europe does not make Croda Europe’s submission to the jurisdiction of the Delaware court something which ATL can “reasonably require” of Croda Europe (a fortiori where there is no suggestion that ATL can only sue Croda Inc and Croda Plc in Delaware if Croda Europe is also party to the proceedings).

iii)

Third, the effect of the construction would be to give a widely worded general obligation priority over a specifically worded obligation in the specific clause’s intended area of operation. That runs contrary to established principles of construction.

iv)

Fourth, as Croda Europe is a legal person, it is very difficult to envisage a claim against it in relation to confidential information which could not also be asserted against an employee, rendering the jurisdiction position wholly non-exclusive. Claims relating to confidential information were the sole subject-matter of the Confidentiality Agreement and a central concern of the Collaboration Agreement. There is nothing in either of clauses 2(f) or 2.3(f) which refers to the issue of jurisdiction, and nothing in the wording of the EJCs to suggest that they are qualified in this way. Indeed both contracts contemplate that the Recipient signatory will be liable for breaches by its Relevant Persons (clause 2.3(e) and 2(e)), yet still provide for a submission to the exclusive jurisdiction of the English courts by the signatories in relation to claims between them.