Facts: Saipem SA, a French engineering company, and Destin Trading Inc., a Panamanian company which provides management and logistical services, concluded 3 Frame Agreements related to the Congo River Crossing Project, a major infrastructure undertaking aimed at transporting natural gas from offshore wells to the Angola LNG plant in Soyo, Angola. The said agreements provided that the parties were bound by Saipem’s General Terms and Conditions for Agreement Documents (“GTCs”), which incorporated clauses providing for ICC arbitration seated in London. A dispute arose over the amount owed to Destin, and a Settlement Agreement was entered into under which the parties terminating the Frame Agreements. The Settlement Agreement contained a clause providing for the Courts of England and Wales to have exclusive jurisdiction to settle any dispute arising out of or in connection with the Settlement Agreement.
In the present dispute, Destin alleges that it was induced to enter the Settlement Agreement by fraudulent or negligent misrepresentations by Saipem to the effect that, in exchange for entering into the Settlement Agreement, Saipem would award Destin further contracts for years to come. Destin contends that for that reason the Settlement Agreement must be rescinded, and that it is further entitled to payment of certain amounts that would have been due to it but for the Settlement Agreement. Saipem, in response, applied for a stay under section 9 of the Arbitration Act 1996 on the ground that parts of Destin’s claim are matters to be referred to ICC arbitration. Destin resisted the application on the basis that the entirety of its claim is encompassed by a jurisdiction clause in the Settlement Agreement which superseded the arbitration agreements.
Held: The issue of whether Destin’s claims are within the scope of the jurisdiction clause of the Settlement Agreement “turns ultimately on the correct construction of the parties’ contractual provisions rather than on the application of a hard and fast principle that dispute resolution clauses in a subsequent settlement or termination agreement supersede a dispute resolution clause in an earlier agreement.” There is, nevertheless, “clear authority for the proposition that dispute resolution clauses in a settlement or termination agreement should generally be construed on the basis that they are intended to have a superseding or overriding effect”. In this situation, it was inferred that the parties intended that the jurisdiction clause in the Settlement Agreement would replace and supersede the ICC arbitration clause in the Frame Agreements. Saipem’s stay application was accordingly dismissed.
Destin Trading Inc v Saipem SA [2025] EWHC 668 (Ch)
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