In Xenfin v GFG [2025] EWHC 172 (Ch), the Chancery Division rejected a challenge to the jurisdiction of the English Court made on a number of grounds.
The Claimant is a Guernsey company in liquidation. It has brought claims against its directors and investment manager relating to the Claimant’s entrance into certain loans in the sum of approximately £13 million in 2018 and 2019. The case relates to the high-profile collapse of the Dolphin Group in 2020.
The Defendants challenged English jurisdiction on the basis of inter alia (a) invalid service; (b) a non-exclusive Guernsey jurisdiction clause; and (c) factors connecting the case to Guernsey. Following a two day hearing in November, on 31 January 2025, Joanne Wicks KC (sitting as a High Court Judge) dismissed the Defendants’ jurisdiction challenges on all grounds. The judgment considers three significant points of law.
First, the Court considered the requirement in CPR 6.9 that a claimant exercise reasonable diligence to ascertain a defendant’s “last known residence” in order to effect service of a claim form. The Court held that a claimant is not required to search Companies House, or to expressly ask the defendant to provide his address for service. On the facts, the Claimant had taken “all reasonable steps” to identify D1’s address for the purposes of CPR 6.9 (at [20-22]).
Second, in deciding whether England is the proper place under CPR 6.37(3) and the weight to be given to a non-exclusive jurisdiction clause in favour of a foreign jurisdiction, the Court followed the approach in Chopra v Bank of Singapore Limited [2015] EWHC 1549 and held that such clauses are to be given “little weight” in the overall exercise. As such, the non-exclusive Guernsey jurisdiction clause in the relevant Investment Management Agreement was not a significant factor in support of Guernsey jurisdiction (at [77]).
Third, the Court held that where the relevant limitation period for a claim has expired, it is necessary to ask whether a claimant had acted reasonably in commencing proceedings (within the limitation period) in England. The Court held that there were “important connections between the claims and England” (at [76]) and that the Defendants had not submitted to the Guernsey jurisdiction until shortly before the hearing (at [78]). As such, the Claimant had acted reasonably in commencing proceedings in England and it would be a “significant injustice for the Claimant to be barred from bringing” its claims in England (at [78-79]).
Alexander Brown appeared for the Claimant in successfully resisting the Defendants’ jurisdiction challenges, instructed by Stewarts Law.
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