The main issue was whether, where two claims are connected, but not inextricably bound up together, they should be evaluated together or separately in order to determine jurisdiction under Article 24(2).
The Court ruled that the jurisdiction of English courts over one claim could not extend to the other.
An evaluative assessment of proceedings relating to a specific claim may show that a particular aspect of the claim, involving an assessment of the validity of decisions of a company’s organs, is so linked with other features of the claim that it is not the “principal subject matter” of those proceedings, as required by article 24(2). Where there are two distinct claims – one, by itself, falling within article 24(2) and the other, by itself, not falling within article 24(2) – it is not legitimate to maintain that by an overall evaluative judgment as to both claims taken together the second also falls within article 24(2), giving the English courts exclusive jurisdiction. A mere link between the two claims is not sufficient.
(…) in this case, the English company law claim and the authority claim are connected in a sense, but they are distinct claims which are not inextricably bound up together. The English company law claim can be brought and made good on its own terms without regard to the authority claim, as can the authority claim. Assessing the authority claim as a distinct set of proceedings, clearly the principal subject matter does not comprise the validity of the decisions of the organs of a company with its seat in England.
(…) since article 24(2) does not cover the authority claim, the English courts lack article 24(2) jurisdiction in relation to the trustees with respect to that claim. The proceedings against the trustees are principally concerned with the authority claim. Article 24(2) jurisdiction over the English company law claim cannot extend to the trustees, who are not necessary parties to that claim.
The main issue was whether, where two claims are connected, but not inextricably bound up together, they should be evaluated together or separately in order to determine jurisdiction under Article 24(2).
The Court ruled that the jurisdiction of English courts over one claim could not extend to the other.
From the Court’s Press Summary of the case:
An evaluative assessment of proceedings relating to a specific claim may show that a particular aspect of the claim, involving an assessment of the validity of decisions of a company’s organs, is so linked with other features of the claim that it is not the “principal subject matter” of those proceedings, as required by article 24(2). Where there are two distinct claims – one, by itself, falling within article 24(2) and the other, by itself, not falling within article 24(2) – it is not legitimate to maintain that by an overall evaluative judgment as to both claims taken together the second also falls within article 24(2), giving the English courts exclusive jurisdiction. A mere link between the two claims is not sufficient.
(…) in this case, the English company law claim and the authority claim are connected in a sense, but they are distinct claims which are not inextricably bound up together. The English company law claim can be brought and made good on its own terms without regard to the authority claim, as can the authority claim. Assessing the authority claim as a distinct set of proceedings, clearly the principal subject matter does not comprise the validity of the decisions of the organs of a company with its seat in England.
(…) since article 24(2) does not cover the authority claim, the English courts lack article 24(2) jurisdiction in relation to the trustees with respect to that claim. The proceedings against the trustees are principally concerned with the authority claim. Article 24(2) jurisdiction over the English company law claim cannot extend to the trustees, who are not necessary parties to that claim.
A short video on the judgment is available here.
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