Summary

The central issue on this appeal concerned the power of the court to grant anti-suit injunctions to restrain a party pursuing foreign proceedings on the grounds that those proceedings are vexatious and oppressive. Following the Russian invasion of Ukraine in February 2022, sanctions were imposed on the appellant ("VTB"), a Russian bank, by the governments of the United Kingdom and the United States of America, among others. Two of the respondents, J.P. Morgan Securities PLC ("JPMS") [1] and JPMorgan Chase Bank, N.A. ("JPMCB") [2] invoked various rights in contracts with VTB, as their customer, to close out positions and accounts they held for VTB in this jurisdiction, resulting in balances in VTB's favour. These included US$81,333,185.01 [3] held by JPMS under an agreement for derivatives trading executed on 11 March 2011 ("the Client Agreement") and precious metals of unspecified value held by JPMCB under an Unallocated Metals Account Agreement dated 22 April 2002 ("the UMAA"). Those balances remain frozen in the hands of JPMS and JPMCB respectively by reason of the sanctions. The relevant contracts between VTB and JPMS and JPMCB were governed by English law and contained London arbitration clauses, including Terms of Business (revised in 2017) ("the 2017 Terms") which on their face entitled "affiliates" of those companies to enforce the arbitration clause as though a party to those terms. Nonetheless, on 7 October 2024 VTB commenced two sets of proceedings in the Arbitrazh Court of St Petersburg and Leningrad Region against not only JPMS and JPMCB but also six other entities bearing the JPMorgan name, five of them respondents to this appeal, the other being CB JP Morgan Bank International LLC ("JPM Russia"), a company incorporated in Russia. One set of proceedings related to the Client Agreement ("the Client Agreement Claim") and one related to the UMAA ("the UMAA Claim"). VTB's claims were tortious claims under Russian law (Articles 1064(1), 1080, 1082 and Article 15(1) of the Russian Civil Code) against JPMS and JPMCB respectively as the principal defendant, alleging unlawful action in relation to VTB's property, including retention of monies due. In each claim the other JPM entities were joined as joint and several tortfeasors, invoking laws developed by the Russian courts in response to sanctions. Those laws imposed liability on all companies in a corporate group, disapplied applicable foreign law and applied Russian law. Further, jurisdiction was asserted under Article 248.1 of the Arbitrazh Civil Code, giving Russian courts exclusive jurisdiction over disputes involving sanctioned Russian individuals or entities or which concern sanctions, regardless of any contractual choice of forum.

The central issue on this appeal concerned the power of the court to grant anti-suit injunctions to restrain a party pursuing foreign proceedings on the grounds that those proceedings are vexatious and oppressive.

Following the Russian invasion of Ukraine in February 2022, sanctions were imposed on the appellant ("VTB"), a Russian bank, by the governments of the United Kingdom and the United States of America, among others. Two of the respondents, J.P. Morgan Securities PLC ("JPMS") [1] and JPMorgan Chase Bank, N.A. ("JPMCB") [2] invoked various rights in contracts with VTB, as their customer, to close out positions and accounts they held for VTB in this jurisdiction, resulting in balances in VTB's favour. These included US$81,333,185.01 [3] held by JPMS under an agreement for derivatives trading executed on 11 March 2011 ("the Client Agreement") and precious metals of unspecified value held by JPMCB under an Unallocated Metals Account Agreement dated 22 April 2002 ("the UMAA"). Those balances remain frozen in the hands of JPMS and JPMCB respectively by reason of the sanctions.

The relevant contracts between VTB and JPMS and JPMCB were governed by English law and contained London arbitration clauses, including Terms of Business (revised in 2017) ("the 2017 Terms") which on their face entitled "affiliates" of those companies to enforce the arbitration clause as though a party to those terms. Nonetheless, on 7 October 2024 VTB commenced two sets of proceedings in the Arbitrazh Court of St Petersburg and Leningrad Region against not only JPMS and JPMCB but also six other entities bearing the JPMorgan name, five of them respondents to this appeal, the other being CB JP Morgan Bank International LLC ("JPM Russia"), a company incorporated in Russia. One set of proceedings related to the Client Agreement ("the Client Agreement Claim") and one related to the UMAA ("the UMAA Claim").

VTB's claims were tortious claims under Russian law (Articles 1064(1), 1080, 1082 and Article 15(1) of the Russian Civil Code) against JPMS and JPMCB respectively as the principal defendant, alleging unlawful action in relation to VTB's property, including retention of monies due. In each claim the other JPM entities were joined as joint and several tortfeasors, invoking laws developed by the Russian courts in response to sanctions. Those laws imposed liability on all companies in a corporate group, disapplied applicable foreign law and applied Russian law. Further, jurisdiction was asserted under Article 248.1 of the Arbitrazh Civil Code, giving Russian courts exclusive jurisdiction over disputes involving sanctioned Russian individuals or entities or which concern sanctions, regardless of any contractual choice of forum.

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