The number of anti-suit injunction cases in the UK is growing.
The Commercial Court has once again been asked to step in to restrain proceedings brought in Russia, in contravention of agreements to arbitrate in London. It’s now the third case in a year where the court granted anti- suit and / or anti-enforcement relief in relation to Art 248.1 of the Arbitrazh Civil Code.
JPM terminated several contracts with VTB Bank PJSC (a major Russian bank, which is majority state-owned) after VTB was designated on Russia sanctions by the US, EU, and UK in 2022. JPM kept the balance due to VTB on termination, saying the funds would be released when sanctions no longer applied. The contracts were governed by English law and included arbitration clauses referring disputes to the LCIA.
VTB, however, brought proceedings against JPM entities in Russia. The Russian courts exercised jurisdiction under Article 248.1 of the Arbitrazh Civil Code, which allows Russian courts to hear cases arising from sanctions-related disputes.
Various JP Morgan entities thereafter applied to the court to make final the interim anti-suit injunctions they had in place, which restrained VTB Bank PJSC (VTB) from pursuing proceedings in Russia against them. They also applied for anti-enforcement injunctions.
The Commercial Court found that the pursuit of the claims in Russia was intended to circumvent:
- the relevant arbitration agreements between the parties,
- the rules of English law which would apply in that context, and
- more generally the English law sanctions regime.
As such, the court found that VTB sought to obtain an illegitimate juridical advantage in pursuing the claims in Russia.
The final anti-suit injunctions were granted and the JP Morgan entities (save for JPM Russia) were given anti-enforcement injunctions.
Read the entire judgment here: JP Morgan Securities Plc & Ors v VTB Bank PJSC [2025] EWHC 1368 (Comm)
Restraining the claims on a contractual basis
The Court considered several formulations of the applications for the anti-suit injunctions:
- The wholly contractual anti-suit claims
- Restraining claims against a non-contracting party
- Restraining the claims on the basis that they are vexatious and oppressive
The wholly contractual claims are the most straightforward form of anti-suit injunction. One party to an arbitration or exclusive jurisdiction agreement sues another party to that agreement, to restrain it from pursuing proceedings against the applicant elsewhere than in the chosen forum.
The court had no trouble finding that the claims in Russia were being pursued in breach of the applicable arbitration agreements which were all governed by English law. Mr Justice Foxton added that “the contrary is not seriously arguable.” The wording in the relevant contracts was clear that disputes would be referred to LCIA arbitration.
Restraining claims against non-contracting parties
The claim against a non-contracting party (as a matter of contract) is more complicated. As Mr Justice Foxton put it, “at this point we sail into much choppier waters.” The question is when, and if so, in what circumstances, will it be a breach of an arbitration agreement for one party to bring claims against a non-party?
There were no provisions in the relevant contracts to suggest that any third party was intended to be able to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
That means that finding this ‘third party claim obligation’ is complex. Mr Justice Foxton considered the authorities, the language of the contracts and the contracts’ construction, and whether or not a term could be implied.
The implied term analysis starts with a formulation of the term which could be implied. Mr Justice Foxton disclosed an “instinctive attraction to an implied term analysis”, but only if a term could appropriately be formulated. It could be a term which would fall to be implied as a matter of law to reflect the important English public policy.
However, despite his “best efforts”, Mr Justice Foxton said he was unable to formulate an acceptable term. He considered that the risk of over-reaching was too great, given the nuanced nature of the issue. As such, Mr Justice Foxton was unable to conclude that any of the arbitration agreements in this case included some form of third party claim obligation as an implied term.
Restraining the claims on the “vexatious and oppressive” basis
The basic principle for the granting of anti-suit relief on the vexation and oppression basis is that the jurisdiction is to be exercised “when the ends of justice require it.”
Established categories of case where an injunction may be appropriate include:
- Cases where an injunction is necessary to protect the jurisdiction of the English court and
- Cases where the pursuit of foreign proceedings is regarded as vexatious or oppressive.
The big issue in applications of this sort, where they do not necessarily involve a breach of contract, is comity. Consideration must be given to whether or not it is necessary to interfere with the process of a foreign court.
Comity requires that in order for an anti-suit injunction to be granted, the English court must have “a sufficient interest” in the matter in question. Often that sufficient interest will exist by reason of the fact that the English court is the natural forum for the determination of the parties' dispute. In a case where the injunction is sought in order to protect the jurisdiction or process of the English courts, the existence of a sufficient interest will generally be self-evident.
In Renaissance Securities v Chlodwig [2025] EWCA Civ 369 three reasons were identified for why a court should be prepared to grant an anti-suit injunction in a case like this:
- to protect the integrity of the arbitral process
- to protect the integrity of the orders made by courts of this jurisdiction
- to protect the public policy of the UK in having the sanctions regime which it does.
In this case, Mr Justice Foxton was satisfied that the commencement and pursuit of the claims was vexatious and oppressive and should be restrained by anti-suit relief.
Comment
English law attaches a particular value to an agreement to arbitrate disputes, in particular when the agreement was entered into freely. English Courts are upholding arbitration agreements even when challenged by complex foreign proceedings and sovereign actors. The court made it once more clear that it will not allow any attempts to circumvent an exclusive jurisdiction clause in an arbitration agreement.
We have seen some parties discharge the anti-suit injunctions that they were granted by the UK courts, in order to avoid substantial penalties threatened in Russia if they did not. See for example, our articles on this issue here and here.
