Court of Appeal upholds grant of permanent anti-suit injunction in reinsurance dispute

The Court of Appeal has today handed down judgment in Tyson International Insurance Company Ltd v GIC Re, India, Corporate Member Ltd [2026] EWCA Civ 40, which is likely to be of interest to both insurance specialists dealing with insurance and reinsurance on the London-market Master Reform Contract, as well as commercial practitioners more generally and who may encounter contractual arrangements containing multiple dispute resolution provisions.

The dispute arose between Tyson International (the Bermudan captive insurer for Tyson Foods, Inc) and its reinsurer, GIC (a Lloyd’s of London syndicate). In 2021, Tyson Foods suffered a large loss as a result of a fire at a poultry rendering facility in Hanceville, Alabama. Tyson International accepted coverage for that loss under the captive policy and gave notice of loss to GIC, which underwrote portions of two layers on Tyson International’s property reinsurance programme. GIC purported to rescind the reinsurances for misrepresentation on the basis that the values of the Hanceville facility were said to be understated.

The two layers of reinsurance cover were placed on 30 June 2021 using a London-market Master Reform Contract (the “MRC”), which was then followed on 9 July 2021 by a certificate in the form of the Market Uniform Reinsurance Agreement (the “Certificate”). The MRC contained an English choice of law and exclusive jurisdiction clause, and the Certificate contained a New York Arbitration Clause. Relevantly for present purposes, the Certificate had been endorsed by the parties with language providing that the MRC was to “take precedence over the [Certificate] in case of confusion” (the “Confusion Clause”).

The dispute between the parties concerned whether the substantive claim should be heard in the English Commercial Court, or in arbitration seated in New York. Mr Nigel Cooper KC (the “Judge“), sitting as a Judge of the Commercial Court had granted Tyson International’s application for an anti-suit injunction (making permanent urgent ex parte relief it had obtained before Foxton J), and dismissed GIC’s application contesting the jurisdiction of the English Court or for a stay under section 9 of the Arbitration Act 1996.

Popplewell LJ gave GIC permission to appeal on two grounds:

•  First, that the Judge erred in his construction of the Confusion Clause, and should have found that it only applied if the relevant provision in the Certificates was uncertain in meaning, which the New York arbitration agreement was not.
•  Second, that the Judge erred in failing to conclude that the two clauses could be reconciled by giving priority to the later arbitration agreement and reading the English jurisdiction clause as giving the English Court auxiliary or supervisory jurisdiction over the New York arbitration.

In upholding the decision of the Judge, the Court of Appeal (Nugee LJ, with whom Asplin and Miles LJJ agreed) considered the meaning of the Confusion Clause and held that on both the natural meaning of the words used, and as a matter of commercial sense, it provided for (a) the MRC and Certificate to be read together; and (b) for there to be a hierarchy between the documents with the MRC to take precedence over the Certificate in case of “confusion”. On this latter point, the Court found that “confusion” encompassed a “confusing state of affairs brought about by having two different provisions dealing with the same subject-matter”.

In considering the second ground, Nugee LJ addressed and considered a line of case law relied upon by GIC where inconsistent dispute resolution provisions in contracts had been sought to be reconciled by a process of “reading together”. GIC submitted that applying the principles derived from these cases, the Judge should have held that the parties agreed for their disputes to be settled by arbitration in New York, with the English court having “auxiliary jurisdiction”. Nugee LJ however accepted Tyson International’s submission that ultimately the question was one of construction and the particular features of the parties’ agreement in this case (including that: the dispute resolution provisions were in different documents, agreed at different times; and that the Confusion Clause acted as a hierarchy clause) distinguished it from the cases relied on by GIC. In dismissing this ground the Court held that “reading together” the clauses in the way suggested by GIC would have essentially inverted the bargain struck by the parties.  

Timothy Killen (leading James Partridge of 2TG) acted for the successful Respondent, Tyson International, instructed by a team at Reed Smith LLP led by Mark Pring, supported by Tom Morgan and others.

A link to the judgment can be found here: Tyson International Company Ltd v GIC Re, India, Corporate Member Ltd-[2026] EWCA Civ 40