The Choice Of Court Agreement Perils Of The Midnight Clause

It is even more common to see this inconsistency in a series of transactional documents. In some cases, this is a considered decision. For example, in the case of complex financing transactions, the parties may have made a deliberate decision that disputes arising from one agreement should be referred to arbitration, while disputes arising from another agreement should be referred to the Tribunal. If you don`t want consistency and you do want different jurisdiction clauses in different but related contracts, you need to spell it out and express it. If you do not spell it out and there is a dispute over the jurisdiction clause applicable to a particular dispute, the court must decide whether the parties intend to settle the disputes through the same court, the so-called “one judgment” presumption of Fiona Trust & Holding Corp and others against Privalov and others or, as a matter of construction, if the disputes are subject to different rules of jurisdiction (see z.B UBS AG & UBS Sec urities LLC against HSH Nordbank AG and Sebastian Holdings Inc against Deutsche Bank AG). Staggered or differentiated dispute resolution clauses have become increasingly common, particularly in international treaties. These clauses provide for several stages of one or more non-binding forms of dispute resolution (usually negotiation or mediation), followed by a binding procedure (litigation or arbitration) as a fallback. The advantage of a progressive dispute settlement clause is that it allows the parties to enter into negotiations to settle a dispute without appearing weak. There are, however, a few common pitfalls.

Whether an exclusive or non-exclusive jurisdiction clause is contemplated depends on the facts of the case. For example, in a share purchase agreement, a seller will likely prefer an exclusive jurisdiction clause because the seller is the most likely party to be sued, and they may want to be certain that where it will be. The risk of being sued in foreign courts with uncertain jurisdiction is not attractive. On the other hand, the buyer may, in a share purchase agreement, wish for a non-exclusive jurisdiction clause, in order to be certain that he can bring an action in the English courts (or the courts of any chosen jurisdiction) as well as in the courts of any other jurisdiction in which the seller has or may have it. Fortunes. In the credit market, the price of a contract (or claims arising from a contract) is determined by the nominal value of the claims concerned and by the risks inherent in their application, including risks related to the uncertainty that may exist as to which courts have jurisdiction to judge and enforce the contract or the rights concerned. . . .