The English High Court means the English High Court

We are increasingly seeing jurisdiction clauses in offshore contracts and projects being slightly amended. Sometimes, the amendment is included without meaningful negotiation. In a sector where projects span multiple countries, currencies, and legal systems, the importance of certainty over where and how disputes will be resolved cannot be overstated.

The recent English High Court decision in Trafigura PTE Limited v Société Nationale de Raffinage [2026] EWHC 1914 (Comm) serves as a timely reminder of why parties should pay close attention to these clauses and what can happen when they don’t.

Trafigura, a Singapore-based commodities trader, and SONARA, Cameroon’s state-owned oil refinery, entered into a sale contract incorporating the BP Oil International Limited General Terms and Conditions for Sales and Purchases of Crude Oil and Petroleum Products (2015 edition) as amended by the Trafigura Amendments 2019.

After SONARA rejected a cargo of gasoline on quality grounds it sought to suspend payment under a letter of credit by commencing proceedings in the Limbe Court in Cameroon, even though both the sale contract and the letter of credit were governed by English law and contained exclusive jurisdiction clauses in favour of the English High Court. Trafigura subsequently applied for an anti-suit injunction in the English court to restrain SONARA from pursuing the Cameroonian proceedings.

A key issue in dispute was the interpretation of an exception in the jurisdiction clause, which allowed the Parties to pursue “arrest, attachment and/or other conservatory, interlocutory or interim actions in any court.”

SONARA argued that its application in Cameroon fell within this exception as a temporary, protective measure. The English court, rejecting the argument and granting final anti-suit injunction relief, held that the exception is limited to only genuine protective steps taken in support of proceedings in the agreed forum. It does not extend to actions that undermine the parties’ contractual allocation of risk, such as seeking to suspend payment under an irrevocable letter of credit. The judgment also emphasised the principle that letters of credit are intended to guarantee payment independently of disputes about the underlying contract, and that attempts to interfere with this mechanism through foreign courts is not permitted.

This judgment affirms that the English court will approach the enforcement of exclusive jurisdiction by considering the substance of foreign proceedings to determine whether a breach has occurred.

Usefully, the decision clarifies that exceptions to jurisdiction clauses are to be interpreted narrowly and cannot be used to disrupt agreed payment mechanisms or alter risk allocation. It also provides reassurance that agreed choice of forum clauses in English law contracts will be enforced, and that the courts will act to prevent attempts to circumvent jurisdiction agreements through foreign proceedings.