The High Court refused a motion by Marco Samir Lamsouguer and AE Photonics GmbH to have it decline jurisdiction over Orazio Grosso’s damages action. The court held that the parties had agreed to Irish jurisdiction in a signed share-transfer agreement, which also specified that Italian law would apply.
The dispute concerns an agreement signed in Italy on 5 November 2010 to transfer shares in an Italian company to AE Photonics. Grosso had acted as legal adviser to the defendants and held shares in the company. The judgment says the transfer was agreed against a background of disagreement about the fees owed to him.
The defendants challenged the Irish court’s jurisdiction. The court considered Article 23 of the Brussels I Regulation, which allows parties to choose a member state’s courts where their agreement to do so is clearly and precisely established.
A separate notarised share-transfer document prepared by the defendants’ advisers did not mention jurisdiction. The agreement at issue was drafted in Italian by Grosso and signed by him, Lamsouguer personally and Lamsouguer on behalf of AE Photonics. Its clause 6 provided for disputes to be heard exclusively in Dublin, Ireland, under Italian law.
The court found that the defendants had an opportunity to read and consider the two-page agreement before signing. It accepted that Lamsouguer spoke Italian and had a good command of English. It concluded that reasonable care would have alerted the defendants to the clause and found no factor undermining their consent, such as mistake, unawareness, fraud or concealment.
The ruling was limited to the jurisdiction challenge. The court did not decide the underlying damages claim or the parties’ dispute about fees. It refused the motion to decline jurisdiction, so the Irish proceedings were not dismissed on that ground.