In the case of Akçil v Koza Ltd, the Supreme Court clarified the scope of Article 24(2) of the Brussels I Recast Regulation on jurisdiction and the recognition and enforcement of judgements in civil and commercial matters.
The Supreme Court ruled that the English courts did not have exclusive jurisdiction to hear certain claims brought by an English subsidiary company against its Turkish parent company and its trustees.
The case concerned a dispute over the control of Koza Ltd, the English subsidiary company of Koza Altin, a Turkish gold mining company founded by Mr. Ipek, who became subject to criminal investigations and proceedings in Turkey. The Turkish criminal courts appointed trustees to control the Turkish parent company in place of the existing management.
Koza Altin and the trustees served notices to convene a general meeting of Koza Ltd to remove its directors, including Mr. Ipek, and replace them with three of the trustees. Mr. Ipek and Koza Ltd brought proceedings in England to restrain the meeting, arguing that the notices were void because:
Mr. Ipek and Koza Ltd argued that the English courts had exclusive jurisdiction under Article 24(2) of the Brussels I Recast Regulation against Koza Altin and the trustees in respect of both the English company law claim and the authority claim. Article 24(2) provides that:
“The following courts of a Member State shall have exclusive jurisdiction, regardless of the domicile of the parties: […]
(2) in proceedings which have as their object the validity of the constitution, the nullity or the dissolution of companies or other legal persons or associations of natural or legal persons, or the validity of the decisions of their organs, the courts of the Member State in which the company, legal person or association has its seat. In order to determine that seat, the court shall apply its rules of private international law.”
It was accepted by both parties that the English courts had exclusive jurisdiction under Article 24(2) in respect of the English law company claim, as it related to the validity of the internal affairs of Koza Ltd, an English company.
The dispute was whether the authority claim also fell under that Article which would mean that the English courts had exclusive jurisdiction over that claim too, or whether that claim should be litigated in Turkey. The judge at first instance found that both claims fell within the scope of Article 24(2) because the authority claim was inextricably linked with the English company law claim, meaning that the English courts had exclusive jurisdiction over both claims. The Court of Appeal agreed.
Koza Altin and the trustees appealed to the Supreme Court, which unanimously allowed the appeal and held that the English courts did not have exclusive jurisdiction to hear the authority claim. Some key points about its reasoning and interpretation of Article 24(2) are set out below:
Article 24 provides that the courts of a member state shall have exclusive jurisdiction, regardless of the domicile of the parties, over a number of very specific matters, including issues concerning the company’s constitution, internal affairs and the decisions of its organs (Article 24(2)).
This case highlights that Article 24(2) must be interpreted narrowly. It is also helpful in shedding some light on the issue of when a claim for which the English courts have exclusive jurisdiction under Article 24(2) can be brought together with another distinct claim. A mere link between a claim which is covered by Article 24(2) and one which does not is not sufficient to bring the latter within the scope of the Article.
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