Commercial Court refuses Conex Oil & Gas bid to stay PSTV Energy guarantee claim

The Commercial Court has dismissed an application by Conex Oil & Gas Holdings Ltd (COGH) to stay proceedings brought against it by PSTV Energy FZCO, rejecting arguments that Liberian litigation covering substantially the same issues should take precedence.

Handing down judgement in Conex Oil & Gas Holdings Ltd v PSTV Energy FZCO [2026] EWHC 2325 (Comm), Louise Hutton KC found that neither the CPR 11 test nor the case management jurisdiction provided grounds to halt the English claim in favour of proceedings in Liberia.

The dispute arises from a guarantee given by COGH, a BVI holding company for a group of West African oil and gas businesses, in respect of obligations owed by its Liberian subsidiary, Conex Petroleum Services Inc, under a marine fuel supply agreement with PSTV, a Dubai-incorporated trader ultimately owned by Denmark's Bunker Holdings A/S. The guarantee contained a non-exclusive English jurisdiction clause and was governed by English law. Following a dispute over the sums owed under the underlying supply agreement, PSTV demanded just over USD 24 million from COGH under the guarantee, later reduced to approximately USD 23 million after a partial payment.

Days before PSTV issued its claim in England, COGH commenced a Petition for Proper Accounting in Liberia. PSTV subsequently issued the English proceedings and began arbitration against the Liberian subsidiary under the supply agreement's arbitration clause. PSTV unsuccessfully challenged the Liberian court's jurisdiction before largely withdrawing from those proceedings, while the Liberian case progressed towards an anticipated judgement, with independent accountants appointed to reconcile the parties' accounts.

COGH argued that the Liberian proceedings, being more advanced and closer to the underlying facts, assets and witnesses, represented a more appropriate forum, and that duplicating litigation risked inconsistent outcomes and wasted costs. It further contended that PSTV had effectively submitted to the Liberian court's jurisdiction by pleading to the merits there, notwithstanding its parallel jurisdictional challenge.

Hutton KC held that, where parties have agreed a non-exclusive jurisdiction clause, a stay will only be granted for "strong reasons", and that factors foreseeable at the time the clause was agreed cannot ordinarily supply those reasons. Applying established authority including Donohue v Armco, Antec International v Biosafety USA and Deutsche Bank AG v Highland Crusader, the judge found that the existence of parallel proceedings, the location of assets and witnesses, and the difficulty of enforcing an English judgement in Liberia were all foreseeable consequences of agreeing a non-exclusive clause, and so could not found a stay.

On submission to jurisdiction, the judge accepted PSTV's position that, as a matter of English law under the framework set out in Dicey, Morris & Collins, a defendant who maintains a jurisdictional challenge as its primary position does not submit merely by also addressing the merits without prejudice to that challenge. The Liberian court's own finding that PSTV had submitted as a matter of Liberian procedural law was not determinative for recognition purposes in England.

The judge also rejected the alternative application for a case management stay, finding no "rare or compelling circumstances" of the kind required under Unwired Planet v Huawei and Sony Music v Noel Redding Estate. COGH had commenced the Liberian proceedings knowing PSTV intended to sue in England, and any Liberian judgement would not be recognised or enforceable in this jurisdiction given PSTV's lack of submission to that court.

The stay application was accordingly dismissed, allowing PSTV's claim under the guarantee to proceed in London.