KAEFER AISLAMIENTOS SA DE CV V AMS DRILLING MEXICO SA DE CV

[2017] EWHC 2598 (Comm), Queen's Bench Division, Commercial Court, Peter Macdonald Eggers QC, 19 October 2017

Jurisdiction - Agency - Exclusive jurisdiction clause - Whether third parties were parties to exclusive jurisdiction clause on the basis of undisclosed principal

KA commenced proceedings against four defendants, AMS Mexico, AMS, AT1 and Ezion, for the sum of US$2,353,794.42 allegedly due under a contract in respect of work carried out by KA to the accommodation areas of a cantilever jack-up rig. The contract was between KA, AMS Mexico and/or AMS, and contained an exclusive jurisdiction clause nominating the English courts. AMS Mexico and AMS did not contest jurisdiction. KA served the proceedings on AT1 and Ezion in Singapore, alleging that the contract had been entered into by AMS Mexico and AMS on behalf of AT1 and Ezion as undisclosed principals so that they were parties to the agreement. The court held that there was no jurisdiction. The burden of proving a jurisdiction agreement rested on KA, to the standard of good arguable case, in that KA had the better of the argument. KA had not satisfied that test. There was no direct evidence that AT1 or Ezion authorised AMS or AMS Mexico to contract on their behalves. While there was an arguable case for undisclosed agency, KA did not have the better of the argument on the point.