Shareholders' Agreements · glossary
Only the courts of England and Wales may decide a dispute about the agreement, so a claim started anywhere else is itself a breach. Ferris wanted private arbitration. Aldous & Wren preferred the courts, which cost the parties less, and won the point. Clause 22.8 · Clause 22.7 · Chapter 10
Explained in Chapter 10, When the Documents Disagree, of Shareholders' Agreements.
Two phrases do the work. Exclusive jurisdiction means no party may sue anywhere else, so a claim started in another country's court is itself a breach. The words “arising out of or in connection with” are wide on purpose: they catch more than a claim on the contract. They also catch a claim that a party was misled into signing (misrepresentation), or any other claim in tort.Read Chapter 10, When the Documents Disagree →
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