Key takeaways
Court limits reach of anti-suit injunctions
No extension to claims against non-contractual affiliates.
Affiliation alone doesn’t justify intervention
Renaissance lacked standing in third-party proceedings.
Single forum claims don’t meet vexatious threshold
Courts require more than one jurisdiction to assess abuse.
Renaissance Securities (Cyprus) Ltd -v- ILLC Chlodwig Enterprises & others [2025] EWCA Civ 369
Can a contracting party (A) that has entered into a contract containing an arbitration agreement governed by English law with a seat in London, obtain an injunction from the English Court preventing its contractual counterparty (B) from suing a third party in a foreign jurisdiction in relation to that contract?
In principle, yes, but that will depend on the circumstances of the case.
As will also be seen below, the dispute highlights the increasing frequency with which Russian entities are resorting to Russian Court proceedings in breach of foreign court or arbitration agreements in their contracts because of international sanctions regimes.
The background facts
Renaissance Securities (Cyprus) Ltd (Renaissance), part of the Renaissance Capital Group, entered into six investment service agreements (ISAs) with six Russian companies (the defendants) in 2019 and 2020. Two of the ISAs, with ILLC Adorabella (ILLC) and Perpecia Ltd (Perpecia) respectively (jointly the respondents), were governed by English law and incorporated LCIA arbitration agreements that were governed by English law, with the seat of arbitration being London.
Disputes arose between Renaissance and the defendants in June 2023. The defendants asked Renaissance to return to them the assets it held for them pursuant to the ISAs. Renaissance refused on the grounds that it considered the defendants to be subject to sanctions, either directly or indirectly, so it was precluded from complying with the request because of applicable sanctions law.
It was common ground that ILLC was directly sanctioned under US law, and that Perpecia is or was a subsidiary of ILLC, making it an indirectly sanctioned entity under US law. There was a dispute, however, as to whether the ultimate beneficial owner of the respondents was Mr Andrey Guryev (and/or his daughter), who was a designated person under UK and US law and, therefore, whether Renaissance was obliged to freeze the respondents’ assets under any applicable sanctions regime. The respondents denied that they were controlled by Mr Guryev and therefore indirectly subject to UK sanctions.
At first instance, the Court found that there was a realistically arguable case that Mr Guryev and/or his daughter was the beneficial owner of all the defendants.
In October 2023, the defendants each commenced Russian Court proceedings against Renaissance. All the proceedings involved contractual claims, seeking the return of the defendants’ assets held under the ISAs or damages amounting to the cost of those assets.
The English Court subsequently granted anti-suit injunctions (ASIs) and anti-anti-suit injunctions (anti-ASIs), prohibiting each of the defendants from pursuing the Russian court claims. In April 2024, the injunctions were subsequently continued and the English Court also ordered that the defendants should terminate the Russian court proceedings (April Order).
Thereafter, the respondents commenced Russian court proceedings against three Russian affiliate companies of Renaissance (Russian Renaissance Entities or RREs) that related to delictual claims for damages based on contractual claims that the respondents had against Renaissance. The RREs were subsequently joined as co-defendants to the Russian proceedings against Renaissance, pursuant to an order of the Russian Court. Additionally, ILLC filed a standalone claim in the Court of Moscow against the RREs, seeking the same relief as that sought against Renaissance.
In response, the RREs provided written consent for the claims against them to be resolved in arbitration.
Renaissance applied to have the April Order varied so as to require termination/withdrawal of the Russian proceedings against the RREs. At first instance, the Court dismissed Renaissance’s application for a variation of the April Order. Renaissance appealed.
The respondents had made a cross-application seeking to have the April Order clarified to make it clear that the Order applied only to Russian proceedings against Renaissance. This cross-application was stayed, pending the outcome of Renaissance’s appeal.
Among evidence submitted in the appeal was that at least two of the RREs were either no longer part of the Renaissance Capital Group or that the RREs were never part of the Group in the first place.
The Court of Appeal decision
The Commercial Court had concluded that, on its true construction, the arbitration agreement in the ISAs did not extend to claims by or against either party by a non-party. Among other things, it was highly unlikely that, at the time the arbitration agreement was entered into, claims by third parties relevant to the ISAs would ever be made.
The Court of Appeal agreed that there was no contractual basis for the ASI in respect of claims brought against the RREs.
The Commercial Court had also rejected the non-contractual basis for the ASI, namely that the Russian court proceedings against the RREs were vexatious and oppressive. The Court of Appeal found that the Commercial Court had made a mistake of law in holding that there was a threshold forum requirement for granting an ASI on vexatious and oppressive grounds. This was a single forum case and there was no threshold forum requirement for granting an ASI in those circumstances.
The Court of Appeal stated three principal reasons it might contemplate granting the ASI in this case:
To protect the integrity of the arbitral process;
To protect the integrity of orders made by the English Court, including the orders made by the lower courts in this case; and
To protect UK public policy in having the existing sanctions regime.
The Court of Appeal highlighted the Commercial Court’s findings that the delictual claims by the defendants against the RREs were claims to recover damages in a sum equivalent to what was alleged to be the value of the assets that had been frozen by Renaissance, and that those claims had been brought in Russia because the defendants were precluded from recovering their assets from Renaissance, other than in LCIA arbitration proceedings against Renaissance in London, in which the defendants would have to prove their case that they were not properly to be regarded as subject to any relevant sanctions.
The Court of Appeal also rejected the argument that as the delictual claims were brought under Russian law, they could only be litigated in the Russian courts and so the ASI would deny the respondents effective access to justice. That possibility was inherent in a single forum case where an ASI was granted. It was a factor to be taken into consideration when the Court exercised its discretion whether to grant the ASI, but it was not prohibitive.
The Court of Appeal further dismissed the argument that the RREs had submitted to the jurisdiction of the Russian courts. However, it decided that it had not been provided with sufficient evidence or information regarding the precise nature of the relationship between Renaissance and the RREs, including details of the alleged sale of two of the RREs. There was some force to an argument that Renaissance had no legitimate interest to protect in this appeal. The evidential picture remained far from clear.
Consequently, the Court of Appeal refused the ASI and dismissed the appeal.
Comment
An argument that it was inappropriate to bring Russian proceedings against the RREs because they never were, or no longer were, affiliated companies of Renaissance appears to have backfired and resulted in a conclusion that Renaissance had no locus standi in respect of proceedings brought against the RREs, even though they involved claims that reflected the claims against Renaissance.
It is nonetheless useful to have clarification from the Court of Appeal that, in principle, an ASI can be granted in respect of foreign proceedings against a non-party in appropriate circumstances.
