The High Court struck out proceedings brought by Muireann Gaffney trading as Art of Fitness against Life Fitness (UK) Limited, ruling that the parties had agreed to the exclusive jurisdiction of the English courts. The judgment addressed jurisdiction only; it did not determine the underlying claims for damages or decide whether the termination was lawful.
Gaffney alleged that the defendant unlawfully ended an 11-year contractual relationship with three months’ notice. She sought damages for breach of contract, negligence and breach of duty, as well as a declaration that the notice period was unreasonable and in breach of contract.
The defendant challenged the Irish court’s jurisdiction. Its National Sales Manager, Richard Burden, said the company had contracted with Art of Fitness Limited (AoF), rather than Gaffney personally. The court treated that distinction as a matter for a later stage and considered the motion on the basis that the defendant’s dealings were with AoF.
A 2001 written distributor agreement between the defendant and AoF included a clause submitting disputes to the exclusive jurisdiction of the English courts. The agreement ended in 2006. AoF signed a replacement agreement in 2007 containing the same clause, but the defendant did not sign it. The parties nevertheless continued trading on its terms. A proposed 2009 revision, also containing the clause, was signed by neither party, but the parties continued operating the marketing-fund arrangement described in the agreements.
Gaffney argued that the English-jurisdiction clause expired with the 2001 agreement and that later dealings did not establish a clear agreement to extend it. The defendant argued that the parties’ course of dealing showed consensus to continue using the English courts.
The court held that the 2007 agreement, AoF’s conduct under it and the parties’ continued dealings objectively demonstrated agreement to the clause. It found that Article 23 of the EU jurisdiction Regulation was satisfied: a party’s signature on the written clause was not required where agreement was otherwise clearly evidenced in writing. The court also concluded that the unsigned 2009 revision did not change that result.
The defendant’s application was granted, and the proceedings were struck out because the Irish court lacked jurisdiction to hear and determine the claim. The judgment did not resolve the merits of Gaffney’s allegations.