The International Commercial Chamber of the Court of Appeal of Paris (France) delivered a few days ago (8 September 2020) a decision (RG 19/06635) on jurisdiction clauses.
Summary / Resumé: “This case involved a company incorporated under Belgian law and a company incorporated under Emirati law. The latter signed a letter of guarantee for its Gabonese subsidiary in favor of the Belgian company, thereby securing the performance of a telecommunications services contract signed between the Gabonese subsidiary and the Belgian company. This contract stipulated a jurisdiction clause in favor of the Paris courts. Although the Emirati company (the guarantor) did not sign the contract containing the jurisdiction clause, the International Commercial Chamber of the Court of Appeal of Paris decided that the French court had jurisdiction, considering that the said clause was enforceable against it in respect of the warranty action brought by the Belgian company.
The ICCP-CA held that the agreements, although distinct, were intimately linked, as one conditioned the second and vice versa. As a result, it found that both agreements constituted “the Agreement”, so that their existence and performance were only justified by the overall scheme of the operations. It considered that these two acts could be qualified as an indivisible contractual whole, as the parties had intended to include the two contracts in a single transaction, thus rendering the jurisdiction clause stipulated in the Agreement enforceable against the guarantor, which had, furthermore, expressly agreed to the “terms and conditions” and had therefore been aware of it ».
The decision (in French) is attached to this post.