Andrew Onslow KC and James McWilliams successful before the Court of Appeal

On 20 January 2025, the Court of Appeal handed down judgment in Clifford Chance LLP v Société Générale [2025] EWCA Civ 14 dismissing Société Générale’s appeal against the decision of Mr Justice Henshaw.

Before Henshaw J, Société Générale had sought to challenge the jurisdiction of the English Court to hear declaratory relief proceedings brought by Clifford Chance LLP (“CC LLP”) and Clifford Chance Europe LLP (“CC Europe”) on the grounds that (i) all Clifford Chance entities worldwide were bound by an exclusive jurisdiction clause in a series of framework agreements entered by its Paris office entity, CC Europe, on their behalf; and (ii) that CC Europe was on any view bound by the exclusive jurisdiction clause such that the proceedings it had brought should be stayed in any event. Henshaw J dismissed that challenge, holding that (i) CC LLP was neither a party nor otherwise bound by the framework agreements CC Europe had entered; and (ii) while CC Europe was bound by the exclusive jurisdiction clause, there were strong reasons that warranted the refusal of a stay.

Société Générale appealed against both limbs of Henshaw J’s judgment, contending that CC LLP was in fact bound and that Henshaw J had erred in not granting a stay as against CC Europe. Both grounds of challenge were firmly rejected by the Court of Appeal. In a judgment given by Philipps LJ (with which Snowden and Zacaroli LJJ agreed), the Court of Appeal held (i) it was not open to Société Générale to contend that CC LLP was bound by the framework agreements because it had not in fact challenged Henshaw J’s findings with regard to CC Europe’s actual or apparent authority, choosing instead to challenge his construction of the relevant agreements; (ii) even if Société Générale had appealed Henshaw J’s findings with regard to authority, that appeal would fail because Société Générale had not shown a plausible evidential basis that would support an argument that CC Europe had actual or apparent authority; and (iii) with regard to the position of CC Europe, nothing said by Société Générale undermined Henshaw J’s findings that there were strong reasons not to stay CC Europe’s claim in England and Wales.

Andrew Onslow KC and James McWillliams appeared for Clifford Chance, instructed by Charles Hewetson, Eleanor Chapman and Eleanor Ruiz at Reed Smith LLP.

A copy of the judgment can be found here.