Judgment summaries for the Commercial Court

Commercial Court

These summaries are provided to assist in understanding the Court’s decisions. They do not form part of the reasons for the decisions. The full judgments of the Court are the only authoritative documents. Judgments are public documents and are available via the links provided to The National Archives (external link), as well as other databases.

2026

Spec 1 Ltd v The Export-Import Bank of China (Mr Justice Bright), 15 May 2026

Asymmetric exclusive jurisdiction clause – parallel proceedings in Singapore and England – whether vexatious/oppressive – natural forum

A ship-finance loan contained an asymmetric exclusive jurisdiction clause: the Borrowers could only sue in England; the Lender could sue in any court of competent jurisdiction. The Lender commenced in rem proceedings and arrested the ship of one of the Borrowers, in Singapore. The Borrowers sued in England. The Lender challenged the jurisdiction of the English court, asking the court to decline jurisdiction and stay itself. The Borrowers sought injunctions in relation to the proceedings in Singapore (both an anti-suit injunction and an anti-anti-suit injunction).

Held: Both applications were dismissed. Asymmetric jurisdiction clauses are frequently used in lender-borrower transactions, where they are intended to permit the lender to sue more than once and in more than one jurisdiction. Accordingly (but always subject to the terms of the individual clause), they generally contemplate parallel proceedings. The parties must be taken to have agreed to litigation in any of the permitted jurisdictions, so they cannot object that they are not natural or appropriate jurisdictions. They must also be taken to have agreed to parallel proceedings, which therefore cannot be said to be vexatious or oppressive, or to provide any ground for a stay or anti-suit injunction.

The full judgment [2026] EWHC 1162 (Comm) can be found on the National Archives website (external link).

The Russian Aircraft Litigation – Operator Policy Claims (Mr Justice Picken) 13 May 2026

Insurance/Reinsurance; Indemnity; Contribution; Summary Judgment/Strike Out; Civil Liability (Contribution) Act 1978

This application arose within the wider Russian Aircraft Litigation and concerned claims by insurers (Chubb European Group SE and Fidelis Insurance Ireland DAC) seeking contribution or indemnity from co‑insurers following their potential liability under operator policies. The defendants applied for summary judgment and/or strike out on the basis that the claims disclosed no reasonable grounds or had no real prospect of success.

The applicants argued, in essence, that (i) their liability to underlying claimants had not been discharged, precluding any right to indemnity, and (ii) any liability was primary, such that the respondents’ claims—properly analysed as subrogated—must fail.

Picken J accepted these submissions. He held that the applicants’ liabilities to the underlying operator policy claimants remained undischarged, which was fatal to the respondents’ indemnity claims. Further, the respondents failed to establish that the case involved “double insurance”, with the consequence that they could not pursue recovery directly against a co‑insurer.

The Court also rejected reliance on the Civil Liability (Contribution) Act 1978. The claims, properly characterised, were debt claims rather than claims in respect of damage, and therefore fell outside the scope of the statutory contribution regime.

In those circumstances, the respondents’ claims had no real prospect of success. The Court accordingly granted summary judgment and/or struck out the claims.

The decision confirms the strict limits on contribution and indemnity claims between insurers, particularly where liabilities to underlying claimants have not yet been discharged and where the case does not fall within recognised categories such as double insurance.

The full judgment [2026] EWHC 1134 (Comm) may be found on the National Archives website (external link).

This was a claim under an SPA for fraudulent breach of warranty relating to the sale of Johnson Matthey’s Health Business. JM’s major product was BHCL, for which its largest customer was A. The supply contract with A required A to purchase 75% of its requirement for BHCL from JM. However, it also contained a price match clause whereby, if A received a bona fide offer from a third party to supply BHCL at a price at least 8% lower than the price charged by JM, it could ask JM to match the offer, failing which it would be free to purchase from another supplier. A received a bona fide competing offer to supply BHCL at approximately 50% below JM’s price and this led to negotiations between A and JM.

The court held that the existence of such negotiations resulted in a breach of warranty. Further, there had been inadequate disclosure. JM should have disclosed the existence of the offer and the fact that they would have to match it in order to retain A’s business.

Nonetheless, under the express terms of the SPA, JM could only be held liable for a fraudulent breach of warranty.  This required the claimant to show that at least one of the senior executives alleged to have been dishonest: (i) knew the facts which falsified the warranty; (ii) had sufficient knowledge of the terms of the warranty to appreciate that this knowledge was relevant (or was completely reckless as to the terms of any warranties given); (iii) knew or was reckless as to whether the warranty was falsified by that knowledge.

On the facts, the claimant failed to prove fraud against any of the executives. The CEO alone knew of the offer but reasonably relied on a proper legal‑led disclosure process. The other executives did not know of the offer.  None acted dishonestly or recklessly.

The full judgment [2026] EWHC 1021 (Comm) may be found on the National Archives website (external link).

Magomedov v TPG Group Holdings (Bright J), 6 May 2026

Security for costs post-judgment – practice  

D8 and D15 (and others obtained security for costs pre-trial. Following judgment in their favour, at the consequentials hearing they applied for and were given interim payments on account, pending detailed assessment. Several months later, they applied (i) for additional security for the costs of the trial and (ii) for security for the costs of of the detailed assessment.

Held:

  • Post-judgment, a payment on account and security for costs are normally regarded as alternatives. It is open in principle for a successful D to apply for both, but it should do so at the appropriate consequentials hearing, making it clear to the court that it seeks both. The application for additional security for the costs of trial was dismissed on the basis that it was not acceptable to apply at the consequentials hearing only for a payment on account, and then to apply later for additional security for costs (without having raised this at the consequentials hearing).
  • The application for security for costs of the detailed assessment was not made late, in all the circumstances, and was allowed.

The full judgment [2026] EWHC 1051 (Comm) can be found on the National Archives website (external link).

The Hellenic Republic v Wilmington Trust (London) Ltd (Bright J), 6 May 2026

GDP-linked securities – buy-back option – meaning and effect of price clause

Greece re-structured its sovereign debt in 2012, in part by the issue of GDP-linked securities. The Conditions applicable gave Greece the right to purchase the securities, on terms set out in Condition 6.1. Greece gave notice of its exercise of that option on 4 April 2025.

Condition 6.1 provided for the price to be calculated on one of two alternative bases, which were to be used to provide what was defined as “the Market Price”. Basis (i) depended on the last daily bid and ask prices for quoted for each of the previous 30 days on Bank of Greece’s Electronic Secondary Securities Market (or any successor service) (HDAT).

Wilmington, as trustee for all Holders, disputed that basis (i) was applicable and/or said that it was necessary to establish market price by reference to other market data, beyond HDAT. Greece commenced proceedings seeking declaratory relief.  Wilmington served a defence but took no further part.

Held:

(1) Basis (i) was applicable, in that there bid and ask prices quoted on HDAT on each of the relevant days

(2) The daily prices thus arrived represented the defined contractual “Market Price”. Whether they also represented the market price in any other sense was irrelevant.

(3) There was a useful purpose to granting declarations, which the court therefore would do.

The full judgment [2026] EWHC 1049 (Comm) can be found on the National Archives website (external link).

Veranova Bidco LP v Johnson Matthey Plc & Ors (Dias J), 1 May 2026

SPA – breach of warranty – disclosure – fraud – aggregation of knowledge in corporate context – due diligence

This was a claim under an SPA for fraudulent breach of warranty relating to the sale of Johnson Matthey’s Health Business. JM’s major product was BHCL, for which its largest customer was A. The supply contract with A required A to purchase 75% of its requirement for BHCL from JM. However, it also contained a price match clause whereby, if A received a bona fide offer from a third party to supply BHCL at a price at least 8% lower than the price charged by JM, it could ask JM to match the offer, failing which it would be free to purchase from another supplier. A received a bona fide competing offer to supply BHCL at approximately 50% below JM’s price and this led to negotiations between A and JM.

The court held that the existence of such negotiations resulted in a breach of warranty. Further, there had been inadequate disclosure. JM should have disclosed the existence of the offer and the fact that they would have to match it in order to retain A’s business.

Nonetheless, under the express terms of the SPA, JM could only be held liable for a fraudulent breach of warranty.  This required the claimant to show that at least one of the senior executives alleged to have been dishonest: (i) knew the facts which falsified the warranty; (ii) had sufficient knowledge of the terms of the warranty to appreciate that this knowledge was relevant (or was completely reckless as to the terms of any warranties given); (iii) knew or was reckless as to whether the warranty was falsified by that knowledge.

On the facts, the claimant failed to prove fraud against any of the executives. The CEO alone knew of the offer but reasonably relied on a proper legal‑led disclosure process. The other executives did not know of the offer. None acted dishonestly or recklessly.

The full judgment [2026] EWHC 1021 (Comm) may be found on the National Archives website (external link).

OWH SE i.L. v RTI Ltd (in liquidation) & United Company Rusal IPJSC (Dias J), 1 May 2026

Arbitration – Enforcement of awards – Public policy – Sanctions – Section 66 Arbitration Act 1996 – Section 44 SAMLA – Jersey sanctions – Article 46A SAFL – Adjournment

Summary:
The Commercial Court dismissed Rusal’s application to set aside, or adjourn determination of, an order permitting enforcement of a substantial LCIA arbitration award in favour of OWH against Rusal’s Jersey subsidiary, RTI, and Rusal as guarantor. The award arose from RTI’s failure in February 2022 to meet margin calls under ISDA currency swap transactions following Russia’s invasion of Ukraine and the imposition of sanctions.

RTI attempted to resist enforcement of the award in Jersey on the grounds that (1) it reasonably believed that payment would breach Jersey sanctions; (2) Article 46A of the Sanctions and Asset‑Freezing (Jersey) Law 2019 (which came into force in June 2022) provided a retrospective defence to the claim; (3) even if it did not apply in terms, it represented Jersey public policy at the time of the non-payment so that enforcement should be refused.  These arguments were rejected by the Jersey courts.  An application for permission to appeal to the Privy Council has been lodged.

RTI was now in liquidation and OWH sought to enforce the award against Rusal in England. Rusal argued that enforcement would be contrary to English public policy because (1) the Jersey courts’ rejection of RTI’s defence under Article 46A was wrong; (2) the English court should give effect to that defence as a matter of English public policy which was, in all respects, identical to Jersey public policy.

The court accepted that the Jersey courts’ decision on the retrospectivity of Article 46A was arguably open to doubt.  It also held that Rusal was not precluded by the rule in Henderson v Henderson from raising English public policy as a defence to the English enforcement proceedings. However, the argument failed on its merits. English public policy strongly favours finality and enforcement of arbitration awards, and this outweighed any countervailing sanctions‑related considerations. In particular: (a) the immunity under section 44 SAMLA / Article 46A is not itself a primary sanctioning provision but is ancillary to the sanctions regime; (b) there is no obligation on a defendant to invoke the defence; (c) in this case no actual illegality was alleged and the defence had not been raised or evidenced before the arbitral tribunal; (d) even if the award was ultimately held by the Privy Council not to be enforceable against RTI in Jersey, it could still be enforced elsewhere. Accordingly, there was no English public policy interest in refusing enforcement against Rusal as guarantor.

An application for adjournment of the enforcement proceedings pending the outcome of the proposed Privy Council appeal and/or a proposed BIT arbitration between Rusal, OWH and the FDR was also refused.

The full judgment {2026] EWHC 1015 (Comm) can be found on the National Archives website (external link).

GENEL Energy Miran Bina Bawi Limited v The Kurdistan Regional Government of Iraq (Dias J), 1 May 2026

Arbitration – Costs – Arbitration Act 1996 s.63 and s.68 – LCIA Rules – Party autonomy – Specificity of costs awards – Excess of powers – Serious irregularity

Summary:
This judgment concerns a challenge under s.68(2)(b) of the Arbitration Act 1996 to an arbitral tribunal’s award of legal and expert costs exceeding US$26 million, following a 2-week London-seated LCIA arbitration arising out of terminated oil and gas production sharing contracts.

The claimant argued that the tribunal exceeded its powers by failing to comply with the provisions in s.63(3) of the Act, requiring an award to specify the items of recoverable costs and the amount referable to each. The tribunal had assessed costs on a summary basis, applying percentage reductions to the headline figures claimed, despite extremely limited cost particularisation.

The Court dismissed the challenge. It held that Article 28.3 of the LCIA Rules constituted a complete and free‑standing agreement on the assessment of Legal Costs (as defined), sufficient to displace the non‑mandatory default rules in s.63 of the Act. This conclusion was grounded in party autonomy and the structure of ss.1 and 4 of the Act.

In any event, even if s.63(3) had applied, non‑compliance would not amount to an “excess of powers” but at most an erroneous exercise of an existing power, which is not remediable under s.68. The court emphasised the narrow scope of s.68 and rejected attempts to re‑characterise errors of reasoning or procedure as jurisdictional excesses.

Obiter, the court indicated that “items of recoverable costs” in s.63(3)(b) refer to the headline cost categories identified in s.59, not individual items of work. Had there been an excess of power, substantial injustice would likely have been established, but in the event no such question arose.

The s.68 application was therefore dismissed.

The full judgment [2026] EWHC 1003 (Comm) can be found on the National Archives website (external link).

Aabar Holdings S.à.r.l. & Ors v Glencore plc & Ors (Mr Justice Picken), 16 April 2026

Legal professional privilege; legal advice privilege; intra-client communications; Three Rivers (No 5); dominant purpose

This judgment concerns the scope of legal advice privilege, specifically whether it extends to internal communications within a corporate “client group” that do not involve lawyers. It arises in ongoing proceedings between Aabar and Glencore, following disputes about Glencore’s disclosure and claims to privilege.

The Claimants argued that, under Three Rivers (No 5), legal advice privilege attaches only to communications between lawyer and client, or documents evidencing such communications. Accordingly, intra-client communications (i.e. between employees within the client group) were not privileged unless they conveyed legal advice or were intended communications to lawyers.

Glencore contended that privilege extends more broadly to intra-client communications created for the dominant purpose of seeking legal advice, even where no lawyer is directly involved.

Picken J preferred Glencore’s position. He held that Three Rivers (No 5) was concerned with “non-client” or third-party communications, not with intra-client documents, and therefore did not preclude privilege applying to purely internal communications.

As a matter of principle, the judge concluded that legal advice privilege can extend to intra-client documents where their dominant purpose is to seek or obtain legal advice. He emphasised that there is no logical basis to distinguish between (i) communications sent to lawyers and (ii) preparatory or internal documents created as part of the same advisory process.

Accordingly, intra-client communications—such as internal emails, memoranda, or preparatory materials—may be privileged if created for the dominant purpose of obtaining legal advice, even if not themselves communicated to lawyers.

The decision clarifies and develops the law on privilege in a corporate context, confirming a broader and more practical approach to internal communications than that contended for by the Claimants.

The full judgment [2026] EWHC 877 (Comm) may be found on the National Archives website (external link).

Eagle Bulk PTE Ltd v Traxys North America LLC (Mr Justice Butcher), 9 March 2026

Arbitration Act 1996 – s.68 challenge

The Claimant made claims under ss. 68(2)(a) and (d) Arbitration Act 1996 in relation to an arbitration award dated 7 July 2025 concerning a voyage charter with the Defendant. The Claimant argued that the Tribunal failed to comply with its general duty by determining the arbitration based on an argument which neither party made and which contradicted the common ground between them (s.68(2)(a)). Additionally, that the Tribunal failed to deal with issues which were put to it (s.68(2)(d)).

Held:

S.68(2)(a)

  1. That the claim fell markedly short of establishing a serious irregularity. The Tribunal made a factual finding based on “a wealth of contemporaneous evidence”.
  2. That the Owners had had every opportunity to address the issue.
  3. That a tribunal may interpret a document in a way which does not exactly accord with the contentions of the parties.
  4. That even if there was a serious irregularity, it did not cause substantial injustice.

S.68(2)(d)

  • That the Tribunal did not fail to deal with an issue because it did not consider arguments which did not, on its view of the facts, law and evidence, arise.
  • That whether its conclusion on the issue was good, bad or indifferent is not a matter for the court.

Both applications were accordingly dismissed.

The full judgment [2026] EWHC 518 (Comm) may be found on the National Archives website (external link).

Hulley v Russian Federation (Mr Justice Bright), 2 March 2026

Arbitration – enforcement – public policy – fraud, bribery

Companies owned by Russian individuals were formerly majority shareholders in OAO Yukos Oil Company. They brought ECT arbitration claims against the Russian Federation and were awarded over US$50 billion, plus interest and costs.   They then sought enforcement under the New York Convention. Russia objected to the Awards being enforced in England & Wales on public policy grounds, alleging that Cs’ investments were obtained by bribery and fraud, and that the arbitration awards were obtained by fraud. The hearing concerned preliminary issues, decided on the basis of assumed facts, but also in light of the factual findings made by the arbitration tribunals, in circumstances where the jurisdiction of those tribunals was no longer open to challenge.

The court considered the nature of public policy objection to the enforcement of New York Convention awards, whether the fact that the award concerns property which is the proceeds of crime can provide such an objection and the acceptability under English law/procedure of making payments to factual witnesses.

Russia’s objections were, in general, rejected on the basis that they were inconsistent with the facts found by the arbitration tribunals, or were incapable of giving rise to a public policy objection.

Held: The Awards are enforceable in England & Wales, save in relation to costs. On the assumed facts (which remain to be established by Russia), the Awards are not enforceable in relation to costs and interest on costs.

The full judgment [2026] EWHC 456 (Comm) may be found on the National Archives website (external link).

Korea v Elliott Associates LP (Lord Justice Foxton), 23 February 2026

Arbitration – US-Korea Free Trade Agreement – jurisdictional challenge – whether NPS organ of the State

The Korean National Pension Service (“NPS”) voted in favour of a merger of two Korean companies following interference from the Korean executive (“the Blue House”) and the Ministry of Health and Welfare (“MHW”). EALP, a shareholder in one of the entities, contended that the merger had undervalued its holdings, and would not have been passed but for the vote of the NPS which had taken place in breach of applicable laws and procedures, and contrary to the professional advice received, as a result of the Blue House and MHW interference. EALP brought a claim under investment protection provisions in the US-Korea Free Trade Agreement (“the FTA”). To establish jurisdiction for a claim under the arbitration agreement in the relevant section of the FTA, EALP had to show that the conduct complained of constituted the adoption of a measure by an organ of the Korea state which related to EALP’s investment. The tribunal found that jurisdiction was established, finding that the actions of the Blue House, the MHW and the NPS itself were all actions of organs of the Korean state, involving the adoption of measures relating to EALP’s investment. Korea challenged the award under s.67 on the basis that the tribunal lacked jurisdiction. 

Held: 

  1. The Blue House and the MHW were organs of the Korean state for the purposes of establishing jurisdiction under the FTA, but the NPS was not. 
  1. The actions of the Blue House and the MHW in interfering in the NPS’s vote on the merger constituted “measures adopted” by organs of the Korean state, which related to EALP’s investment. 
  1. While the tribunal’s findings on breach of the FTA included findings not dependent on the question of whether the NPS was an organ of the Korean state, the findings of causation were dependent on the tribunal’s finding that the NPS was an organ of the state, and were made without jurisdiction. 
  1. The award would be set aside to the extent that it depended on the tribunal’s finding that the NPS was an organ of the Korean state, and remitted to the tribunal. 

The full judgment [2026] EWHC 368 (Comm) may be found on the National Archives website (external link).

Party A v Party B & Anor (Mr Justice Butcher), 30 January 2026

Arbitration – Court’s jurisdiction to intervene in arbitrations – Arbitration Act 1996 sections 24 and 68

The Claimant (Party A), applied for a stay of two arbitrations between itself and the First Defendant (Party B), conducted under the LCIA rules before the same arbitrator, who is the Second Defendant (Party C). The application was made pursuant to CPR rule 3.1(2)(g).

The stay was sought to allow Party A to pursue a challenge under s.68 Arbitration Act 1996 and also an application under s.24 to remove the arbitrator. 

Held:

  1. That the power under CPR rule 3.1(2)(g) to stay proceedings relates to proceedings in court. It does not apply to arbitral proceedings.
  2. That in essence, this was an application for an injunction to restrain the further pursuit of the arbitrations.
  3. That the Court does not have jurisdiction to halt an arbitration pending a s.24 challenge.
  4. That the ordinary position is that the Court does not have jurisdiction to interfere with the procedural conduct of an arbitration prior to the making of an award.
  5. In any event, there were no exceptional circumstances justifying the Court’s intervention. The continued pursuit of the arbitrations would not be vexatious, oppressive or unconscionable.

The full judgment [2026] EWHC 327 (Comm) may be found on the National Archives website (external link).

Brightwaters Energy Ltd v Eroton Exploration & Production Co Ltd [2026] EWHC 296 (Comm) – Butcher J, 17 February 2026

Receivership order – equitable execution  – enforcement jurisdiction – full and frank disclosure

Issues:
1. Whether the English court should appoint receivers by way of equitable execution over Eroton’s oil revenues owed under a Shell contract, to assist enforcement of a Nigerian judgment exceeding US$16.6m.
2. Whether ordinary enforcement processes were hindered due to non‑payment, stalled Nigerian insolvency proceedings, and lack of disclosure by Eroton.
3. Whether the OML 18 oil revenues were assets of Eroton capable of receivership given GT Bank’s security interests and alleged assignment.
4. Whether Nigerian winding‑up proceedings barred Brightwaters from seeking receivership in England.
5. Whether there was sufficient connection with England, and whether comity prevented the order.
6. Whether notice should have been given to GT Bank and whether Brightwaters breached its duty of full and frank disclosure.

Resolutions:
1. The court held that it had jurisdiction: the Nigerian judgment was properly registered and service was valid.
2. Hindrance to enforcement was established: Eroton had paid nothing, Nigerian proceedings were stayed, and Shell revenue information was withheld.
3. Oil revenues were assets capable of receivership: no proof of effective assignment; Eroton retained an equity of redemption; GT Bank’s rights would not be prejudiced; there was a reasonable prospect receivership would assist enforcement.
4. Nigerian winding‑up proceedings did not bar English enforcement: no winding‑up order existed; Brightwaters had not elected exclusively to rely on insolvency; and any future Nigerian order would need recognition before affecting English enforcement.
5. Sufficient English connection existed: the Shell contract appeared governed by English law with arbitration in England; enforcing a Nigerian judgment in England was consistent with comity.
6. No material non‑disclosure: lack of detail on GT Bank charges was not misleading; no requirement to notify GT Bank.

Final Outcome:
The court found it just and convenient to appoint receivers and granted the receivership order sought by Brightwaters.

Link to full judgment [2026] EWHC 296 (Comm ) may be found on the National Archives website (external link).

Abraaj Investment Management Ltd v KESP (Lord Justice Foxton) 16 January 2026

Whether debt due – express or implied assignment – estoppel by convention – doctrine of consideration – principle of acknowledgement

C1 (“AIML”), C2 and C3 sued D1 (“KESP”) for a debt allegedly due from KESP to AIML and assigned by AMIL to C2, and by C2 to C3. KESP did not defend the action but D2 was joined to the action to allow it to raise arguments open to KESP. D2 contended that the debt was not yet due or Cs were estopped from contending it was due. D3 has obtained a purported assignment of what was said to be the debt from AH, a company in the same group as AIML. Cs contended that assignment was not valid because the debt was not due to AH but to AIML. D3 contended that there had been an express or implied assignment of the debt from AIML to AH, alternatively AIML was estopped from challenging the validity of the assignment. D3 argued in the alternative that KESP had independently promised to pay the amount of the debt to D3 by signing  a document described as a notice or assignment, alternatively was bound to pay D3 under the principle of acknowledgement. There were also a dispute as to the amount of the debt assigned to D3 if there was an assignment.

Held:

  • The debt was due for payment by KESP and Cs were not estopped from contending that the debt was due for payment.
  • There had been no express or implied assignment by AIML to AH, but AIML was estopped by convention from challenging the validity of the assignment of the debt due to AIML to D3.
  • D3’s reliance on an independent promise to pay the debt based on KESP signing the notice of acknowledgement would have failed for lack of consideration.
  • D3 could  not rely on the principle of acknowledgement which did not provide a mechanism for transferring debts operating alongside assignment (Shamia v Joory not followed).
  • The assignment to D3 was limited to the amount of the debt specified in the assignment document and did not extend to amounts accruing subsequently.

The full judgment [2026] EWHC 65 (Comm) may be found on the National Archives website (external link)

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