Key takeaways
Non-exclusive jurisdiction agreement
Court will uphold it unless there are strong reasons not to.
Foreign court proceedings
What constitutes submission to foreign court jurisdiction is fact-specific and care is required.
More convenient forum
May not weigh sufficiently in foreign court’s favour where there is express jurisdiction clause.
Conex Oil & Gas Holdings Ltd v PSTV Energy FZCO [2026] EWHC 2325 (Comm) (10 September 2026)
This case usefully highlights that the English Court will uphold a non-exclusive jurisdiction clause in the face of parallel foreign court proceedings unless there are strong reasons not to do so.
The background facts
On 10 June 2021, PSTV Energy FZCO (PSTV), a Dubai-based supplier and trader of marine fuel, entered into a supply agreement (Supply Agreement) with Conex Petroleum Services (CPS), a Liberian company, whereby PSTV supplied marine fuels to CPS for distribution in the local markets in Sierra Leone and Liberia. The Supply Agreement was governed by English law and incorporated a London arbitration agreement.
On or around 4 September 2021, a BVI company, Conex Oil and Gas Holdings Ltd (COGH), provided PSTV with a guarantee (Guarantee), guaranteeing CPS’ obligations to PSTV under the Supply Agreement. COGH is the holding company for a group of West African companies (including CPS) that sell oil and gas.
Pursuant to clause 23, the Guarantee was governed by English law and provided for the non-exclusive jurisdiction of the English courts.
CPS and PSTV subsequently disagreed over whether there were sums due under the Supply Agreement. CPS had made a payment of about USD 1.35 million and denied that any further sums were due.
In March 2025, PSTV made a demand under the Guarantee for almost US$25 million, subsequently reduced to reflect the amount paid by CPS.
COGH did not make any payment under the Guarantee. Instead, in July 2025, it commenced proceedings in Liberia (Liberian Proceedings). These Proceedings involved a Petition for Proper Accounting against PSTV, a judicially supervised accounting exercise carried out to reconcile the parties' transactions and determine the amounts owing.
Also in July 2025, PSTV
issued English court proceedings against COGH
commenced London arbitration against CPS under the Supply Agreement and
filed its jurisdictional objections to the Liberian Proceedings.
In August 2025, the Liberian Court dismissed PSTV’s motion to dismiss the Liberian Proceedings and decided it had jurisdiction over the subject matter of the dispute and also personal jurisdiction over PSTV because it had voluntarily appeared before the Liberian Court to make its jurisdictional challenge.
COGH sought to challenge the English Court’s jurisdiction under CPR 11. It applied for a stay of the English Court proceedings in light of the Liberian Proceedings that were ongoing. On the evidence, the Liberian Court was expected to deliver its determination in or around September 2026. Alternatively, it sought a stay on case management grounds, arguing among other things that Liberia was the more appropriate jurisdiction for resolving the parties’ disputes and that any English court judgment would not be recognised and enforced in Liberia.
The law
Where English court proceedings have been commenced pursuant to a non-exclusive English court jurisdiction clause, the English Court has a discretion to stay those proceedings pursuant to CPR 11 in favour of foreign court proceedings. However, it will not do so without strong reasons.
Factors of expense and convenience will not of themselves amount to strong reasons for these purposes, but the Court can take them into consideration when deciding whether and how to exercise its discretion.
However, the fact that a court was contractually chosen by the parties means that in principle it is not open to either party to object to the exercise of its jurisdiction on grounds that should have been foreseeable when the agreement was made.
As to a stay on case management grounds, pending the conclusion of foreign proceedings, a temporary stay may be ordered where there are parallel proceedings in another jurisdiction, raising similar or related issues between the same or related parties and where the foreign proceedings are likely to be resolved earlier than the English court proceedings. However, such a stay would be justified only in rare or compelling circumstances. The Court will consider what best serves the interests of justice.
The Commercial Court decision
At the time that COGH had agreed to the non-exclusive English jurisdiction clause in the Guarantee, it was foreseeable that there might be concurrent proceedings in a foreign jurisdiction.
Therefore, COGH could not rely on arguments that Liberia was an available forum and a more convenient jurisdiction for resolution of the dispute, nor on the alleged difficulty of enforcing an English court judgment in Liberia.
Consequently, the existence of the Liberian Proceedings did not provide a strong reason for granting a stay in this case.
As to whether PSTV had voluntarily submitted to the jurisdiction of the Liberian Court for the purposes of recognising and enforcing any Liberian court judgment in England & Wales, this was decided not according to the views of the foreign court but according to English law.
Under English law, PSTV’s pursuit of an unsuccessful jurisdictional challenge did not of itself amount to a submission to the Liberian Court’s jurisdiction which would justify recognising the Liberian Court decision in COGH’s favour in this jurisdiction. A stay was not, therefore, justified on this basis.
As to a stay on case management grounds, the circumstances in this case were not rare and compelling. COGH brought the Liberian Proceedings knowing that PSTV intended to bring English court proceedings under the Guarantee. Additionally, PSTV had not participated in the Liberian Proceedings since its jurisdictional objections were dismissed. Furthermore, any Liberian Court judgment would not be recognised and enforced in England & Wales.
The stay application was, therefore, dismissed.
Comment
The Court made it clear that arguments that a foreign court is the more suitable forum for resolving the dispute for reasons such as convenience, expense, duplicative proceedings and location of assets will not of themselves be sufficient to override the jurisdiction agreement that the parties have entered into, even if it is non-exclusive.
Nor will the English Court stay its proceedings in favour of foreign court proceedings where the grounds put forward in support of a stay are factors that were foreseeable at the time the parties entered their agreement.
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