Croda v Agform: anti-suit injunctions and exclusive jurisdiction clauses in confidentiality agreements

In Croda Europe Ltd & Ors v Agform Limited & Ors [2025] EWHC 2462 (Comm), Mr Justice Foxton addressed the scope of exclusive jurisdiction clauses (EJCs) in commercial confidentiality agreements and the circumstances in which anti-suit injunctions (ASIs) may be granted to restrain foreign proceedings brought in breach of such clauses.

Background and contractual framework

The dispute arose from two agreements between Croda Europe and Agform entities—a confidentiality agreement dated 5 January 2024 and a collaboration agreement dated 7 March 2025—both governed by English law with EJCs submitting parties to the exclusive jurisdiction of English courts. The agreements facilitated the exchange of confidential information relating to proprietary technology, explicitly contemplating that confidential information might originate with or be shared with non-signatory "Related Persons" whilst imposing confidentiality obligations on the signatories themselves.

Following termination of the collaboration agreement in October 2024, the first defendant entered administration in May 2025. Five days later, a new Delaware corporation (AgLLC) was incorporated, acquiring enforcement rights from the second defendant (ATL). In July 2025, the Agform parties commenced proceedings in Delaware against all three Croda entities, alleging misuse of trade secrets under US federal and Delaware state law.

The court's analysis

Foxton J granted interim ASIs restraining ATL and AgLLC from pursuing claims against Croda Europe in Delaware, applying established principles requiring a "high degree of probability" that an EJC governs the disputed claims.

The court rejected the defendants' argument that clause 2(f)—requiring assistance "to prevent any improper use of Confidential Information by any Related Persons"—permitted proceedings against Croda Europe in Delaware. This construction would impermissibly subordinate the specifically worded EJC to a general obligation, potentially rendering the jurisdiction clause largely ineffective given that most confidentiality claims could theoretically be characterised as involving employees or related persons.

On scope, the court found the EJCs plainly extended to the Delaware claims. The agreements' confidentiality obligations survived termination for ten years, and disputes about post-termination misuse of information disclosed during the contractual relationship fell within the EJCs' broad "submit to the exclusive jurisdiction" language. The fact that claims were pleaded under US statutes unavailable in English courts did not exclude them from the EJCs' scope, following Riverrock Securities and NDK Ltd.

The court granted "derived rights" ASI relief against AgLLC, satisfied to a high probability that its claims derived from ATL's assigned rights, which remained subject to the EJCs binding ATL.

Vexatious and oppressive claims

The court declined to grant ASIs on vexatious and oppressive grounds against non-signatory defendants or in respect of claims against Croda Inc and Croda Plc. The agreements expressly contemplated that Related Persons might have independent rights in confidential information without becoming bound by the EJCs. Whilst the complaint's failure to differentiate between parties was unsatisfactory, this did not render claims by entities with potentially independent rights vexatious merely because they appeared alongside claims subject to EJCs.

The judgement provides valuable guidance on construing EJCs in confidentiality agreements and the limits of vexatious and oppressive ASI jurisdiction where contractual structures deliberately contemplate non-signatory participation.