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In Campeau v Gottex Real Asset Fund 1 (OE) Waste SARL [2025] EWHC 2322 (Comm) (12 September 2025) the share purchase agreement expressly entitled the claimant to benefit from certain provisions for the purposes of the Contracts (Rights of Third Parties) Act 1999.
In this case, the claimant sought to enforce these third-party rights in England in accordance with an exclusive jurisdiction clause within the share purchase agreement to which the defendant (based in Luxembourg) sought an application to set aside service outside the jurisdiction without permission.
The question raised was whether the claimant was entitled to rely on the exclusive jurisdiction clause either:
- as a matter of contractual construction; or
- because the Contracts (Rights of Third Parties) Act 1999 required it since the claimant was not a party to the share purchase agreement and section 1(4) of the Act provides that a third party has no right to enforce a contractual term other than in accordance with any other “relevant terms” of the contract.
In the former, the Court held that, as a matter of construction, the clause in question extended to disputes involving third parties as it provided for “any dispute which may arise out of or in connection with this deed”. To this end while the default position is that jurisdiction clauses only bind contracting parties unless there is express wording to the contrary, this can be modified by the terms of the contract as a whole.
Now given the finding on construction, the Court did not need to consider the latter but opined that, even if this were considered in light of section 1(4) of the Contracts (Rights of Third Parties) Act 1999, the exclusive jurisdiction clause in question was wide enough to be considered a “relevant term” for this purpose.
The takeaway from this is that the wording quoted above for the exclusive jurisdiction clause was not unusual nor would it warrant much consideration on its own. However, you should be mindful when granting third party rights to reconsider the scope of this clause, and any other relevant clauses, in this new light. This applies equally at the drafting or enforcement stage.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
