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Conflicting jurisdiction clauses in related contracts: Court of Session applies Fiona Trust, holds Scottish jurisdiction in Samuray v Asanov [2025] CSOH 16

Published on: 26 February 2025

Published by a LexisNexis Arbitration expert

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Samuray v Asanov [2025] CSOH 16

What are the practical implications of the case?

Practitioners should note the court’s method for addressing disputes of this kind. The two agreements were said to have been signed contemporaneously, with the SPA thereby incorporated into the SPLA. The Pursuer (Claimant) argued that, as the SPA formed an integral element of the SPLA, a breach of the pertinent SPA provision constituted an event of default under the SPLA. The Defender (Defendant) disputed that position. With reference to Fiona Trust and Holding Corporation v Privalov [2007] UKHL 40, the court assessed construction on the basis that rational commercial parties would wish any dispute arising from their relationship to be determined by the same tribunal, and that this assumption should prevail unless the language clearly evidences a different common intention. Although Fiona Trust dealt with arbitration, the court considered its reasoning transferable to the conflict of laws context. The decision underscores the imperative for clarity in drafting, particularly where two or more related agreements may, or may not, operate independently...

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