The High Court has declined jurisdiction over a dispute between Clubgear Direct Online Limited and Mitre Sports International Limited and Prostar Sports Limited, in favour of the courts of England and Wales.
The dispute concerns the supply of sports goods for the Little Kickers franchise. Clubgear claimed that supply problems caused it to lose the franchise. The defendants sought payment for goods supplied, while Clubgear alleged that the defendants’ failure to meet orders caused its loss. Those underlying claims were not decided in this judgment.
The defendants applied to have the Irish proceedings dismissed for lack of jurisdiction. They relied on a jurisdiction clause in terms and conditions printed on the reverse of credit account forms signed on Clubgear’s behalf in September 2011 and January 2012. The clause provided for the exclusive jurisdiction of the English courts, while allowing the company to begin proceedings in another jurisdiction it considered appropriate.
Clubgear argued that the forms did not govern the later supply agreement made in May 2012, that it had not agreed to the clause for that agreement, and that the defendants had delayed their application. It also argued that the clause was unclear and that the defendants should be prevented from relying on it after letters threatening debt proceedings in Ireland.
Justice Binchy found that the credit forms had been completed with Clubgear’s authority and expressly acknowledged acceptance of the terms printed on their reverse. He held that those terms applied to later dealings unless the parties varied or replaced them. The court found that Ireland was the predominant place of performance: more than half the goods were delivered to Clubgear’s Cork warehouse for onward distribution, while other goods went directly to franchisees abroad.
The judge rejected Clubgear’s arguments based on the debt letters, finding they did not amount to a clear promise to submit to Irish jurisdiction. He also found no significant or inexcusable delay in bringing the application. He did not decide the separate argument that the clause was invalid as a “hybrid” clause, because the cited French decision had been provided untranslated and the point was not otherwise developed.
The court concluded that the written terms met the requirements of Article 23 of the applicable EU regulation and that the defendants were entitled to rely on the clause. It ordered that the High Court decline jurisdiction in favour of the courts of England and Wales. The judgment did not determine liability for the alleged supply failures or the amount claimed for goods.