Diageo DV Limited v Nio S.R.L.: English court grants final anti-suit injunction to restrain Italian proceedings

The Commercial Court has granted Diageo DV Limited a final anti-suit injunction restraining its Italian counterparty, Nio S.R.L. (in liquidation), from continuing proceedings before the Civil Court of Milan and the Italian Supreme Court, ruling that those proceedings were brought in plain breach of an exclusive English jurisdiction agreement.

The judgement, handed down on 19 May 2026 by Anna Dilnot KC sitting as a Deputy High Court Judge, resolved a dispute arising from a Share Purchase Agreement dated 23 November 2023 under which Diageo purchased Nio's category "A" share in Niococktails s.r.l. for consideration that included a deferred payment of €1.25 million. The dispute crystallised when Diageo withheld €780,008 from that deferred payment, representing an estimated indemnity liability said to arise from a USD 1 million settlement reached with entities associated with former MMA fighter Conor McGregor.

The jurisdiction question

Clause 24.2 of the SPA provided that disputes arising out of or in connection with the agreement "will be determined by the courts of England." Despite the absence of the word "exclusive," Dilnot KC had no hesitation in construing the clause as conferring exclusive jurisdiction on the English courts. She relied on the mandatory language employed, the application of the Hague Convention on Choice of Court Agreements 2005, which deems such clauses exclusive absent express provision to the contrary, and the established principle that a jurisdiction agreement conferring jurisdiction on a court that would have had it anyway would be redundant unless it also excluded other forums.

Nio sought to resist the injunction by relying on Article 8 of a Deed of Transfer executed to satisfy the formalities of section 2470 of the Italian Civil Code, which contained an exclusive jurisdiction clause in favour of the Milan courts. The court rejected that argument, finding that the Deed of Transfer was a narrow instrument concerned solely with the mechanics of share transfer under Italian law. All substantive rights and obligations, including those governing the deferred payment and the indemnity regime, were contained in the SPA. The centre of gravity of the dispute, properly analysed, lay firmly within the SPA's exclusive English jurisdiction clause.

Compliance with the SPA

The court also addressed Nio's substantive objections to the withholding. Diageo had relied on clause 6.2 of the SPA, which permitted it to withhold an "Estimated Liability" from future payments upon giving written notice of an unsubstantiated claim. Dilnot KC found that Diageo had satisfied the conditions for withholding: it had notified Nio in advance of the deferred payment falling due; the Estimated Liability constituted a genuine and bona fide estimate; Niococktails had made multiple attempts to settle with the McGregor entities through product purchases from Proximo (which were rejected); and Nio had been consulted prior to the settlement agreement being executed.

Nio's argument that Diageo was obliged to obtain an independent barrister's determination before withholding any sum was firmly rejected. The Counsel Determination Mechanism provided a route for either party to challenge the withheld amount, but the right to withhold was not conditional upon its invocation.

Damages and costs

Summary judgement was granted, together with an interim payment of £44,045 representing approximately 90% of the costs Diageo had incurred in the Italian proceedings. The court assessed the costs of the application at £33,645 on the indemnity basis, with further damages to be assessed following the conclusion of the Italian proceedings.

The judgement is a clear affirmation that English courts will enforce exclusive jurisdiction clauses robustly, declining to be displaced by parallel foreign proceedings dressed up as claims under a subsidiary transactional document.