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International Private Law

Lloyd's Maritime and Commercial Law Quarterly

International Private Law

Adam Rushworth* and Andrew Scott


194. Astrazeneca UK Ltd v. Albemarle International Corp & Anor 1

Brussels I Regulation, Art 23(1)—construction of English jurisdiction clause, CPR, PD6B, paras 3.1(6)(c), 3.1(7), 3.1(9), 3.1(16)—service outside the jurisdiction—good arguable case test—separability of jurisdiction clauses—duress

The claimant, AZ, was an English company that manufactured a drug using a chemical, DIP. In 2005, the first defendant, AIC, a Virginia company, agreed to supply quantities of DIP to AZ in England as required, the parties agreeing that, in the event that AZ changed the composition of the drug so as no longer to require DIP, AIC would have first option to supply a replacement under mutually acceptable terms (“the 2005 Agreement”). The second defendant, AC, which was AIC’s trading subsidiary, was made a party to the 2005 Agreement. The 2005 Agreement provided for English law and jurisdiction. In 2007, AZ sought AIC’s proposals for a DIP replacement, but agreement could not be reached. AZ maintained that AIC thereafter ceased to supply DIP, contrary to the 2005 Agreement. In February 2008, AIC and AC commenced proceedings in South Carolina alleging AZ’s breach of the 2005 Agreement and fraud. They then terminated the 2005 Agreement, and indicated to AZ that DIP would be supplied to it only at a price substantially higher than that payable under the 2005 Agreement, and on AIC’s standard terms, which provided for South Carolina law and exclusive jurisdiction. AZ entered into an agreement with AC on those terms (“the 2008 Agreement”), paying sums to AC thereunder. The 2008 Agreement also contained a clause in these terms:
“All prior agreements between the parties relating to this product … shall have no further force or effect, except to the extent relied on by Seller (or any subsidiary of Seller) as forming the relief sought by Seller (or any subsidiary of Seller) in current or future litigation between Buyer and Seller (or any subsidiary of Seller).”
In October 2009, AZ served on AIC and AC English proceedings seeking damages in respect of AIC’s breach of the 2005 Agreement, restitution of monies paid to AC under the 2008 Agreement, which was alleged to have been procured by economic duress, and damages in respect of an alleged unlawful means conspiracy between AIC and AC. AIC and AC applied for an order that the English court had no jurisdiction, or alternatively for a stay to enforce the South Carolina exclusive jurisdiction clause, or alternatively on case management grounds. AIC and AC contended inter alia that the 2008 Agreement had


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