The court considered a jurisdiction clause in a bill of lading which referred to the carrier’s principal place of business. The central management and control of the company was in Germany and the question was whether that was also its principal place of business.
Held: It was. The shareholders and officers of the shipowning company were all German, directors’ meetings were held in Hamburg, contractual commitments such as vessel charters had to be authorised from Hamburg and all earnings were remitted to Hamburg. Germany was the principal place of business rather than Hong Kong. Hong Kong was the principal place of business of the vessel’s managing agents. That company was in fact and not merely legal fiction a separate entity. The ‘principal’ place of business of a corporation within the article meant the ‘chief’ or ‘most important’ place of its business. The principal place was not necessarily where most of its business was carried out.
Judges:
Leggatt LJ
Citations:
[1991] 2 Lloyds Rep 325
Statutes:
Jurisdiction:
England and Wales
Cited by:
Cited – King v Crown Energy Trading AG and another ComC 11-Feb-2003
The defendant, a company incorporated in Russia, sought to set aside proceedings served on it. The contract made the agreement subject to the laws of England and Wales, but the Convention made the jurisdiction clause unenforceable. Evidence . .
Cited – 889457 Alberta Inc v Katanga Mining Ltd and others ComC 5-Nov-2008
The parties had set out on a joint venture with deeds providing for control of the shareholdings in each other. The claimant asserted a breach of the deed and sought a remedy. The first defendant company, incorporated in Bermuda argued that the . .
Lists of cited by and citing cases may be incomplete.
Jurisdiction, Company
Updated: 20 April 2022; Ref: scu.180099