Jurisdiction(s):
United Kingdom

Disclosed principals and arbitration: heavy burden to exclude without clear words - Filatona Trading v Navigator (CA, England and Wales, 2020)

Published on: 11 February 2020

Published by a LexisNexis Dispute Resolution expert

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Article summary

Filatona Trading Ltd and another v Navigator Equities Ltd and others; Danilina v Chernukhin and others [2020] EWCA Civ 109

What are the practical implications of this case?

If you wish to be certain that the individual named in the agreement is the sole true counterparty, the contract must deploy clear, unequivocal wording that shuts out any principal from relying on the rights and remedies within it. Standard form clauses to this effect are identified at para [90] of the judgment. Heightened caution is required where there is not only a principal, but one who is both known and disclosed. Where a party is fully aware that the signatory acts as a nominee or agent, any clause aimed at excluding that principal must be expressed with particular clarity, because such wording works against the strong common law presumption that parties are not to be treated as having relinquished their contractual rights and remedies. This is all the more so where contending that the known and disclosed principal is excluded would be implausible or fanciful, given that all concerned appreciated that, absent that principal, the agreement could not and would not have been performed...

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