JURE SUMMARY

JURE SUMMARY

The plaintiffs are two directors and a shareholder of a company which has its seat in London (UK). The company, however, operates its business in India. A winding-up order had been made against it. The defendant is, inter alia, a manager of the company who is domiciled in India. The plaintiffs brought an action in the High Court (UK), seeking declarations that certain acts related to the appointment of directors, resignation of the plaintiffs as directors and the forfeiture of shares were invalid. They also sought damages against the manager. The High Court held that it had exclusive jurisdiction over the action according to Article 22(2) Brussels I Regulation. The manager appealed. The Court of Appeal (UK) grants the appeal and holds that the English courts do not have jurisdiction over the defendant. Although the company is subject to a winding-up order, the present proceedings fall outside the scope of the exception in Article 1(2)(b) Brussels I Regulation as they are not related to the winding-up order. Article 22 Brussels I Regulation, however, does not found jurisdiction in respect of a person who is not domiciled in a Member State. Article 22, which grants exclusive jurisdiction in certain cases over a defendant regardless of domicile, only applies as between Member States and not between a Member State and a Non-Member State. It would be absurd to construe Article 22 as excluding the jurisdiction of the Indian courts in a case where the seat of a company was in England, as the Indian courts are not bound by the regulation.