Intralinks v Nexans: Commercial Court rejects challenge to English jurisdiction

The Commercial Court has dismissed a challenge to its jurisdiction over a dispute between a US virtual data room provider and a French cable manufacturer, finding that England was clearly the appropriate forum despite the defendant's substantial French connections.

Intralinks Inc sued Nexans SA for payment of disputed charges of just over €2.19 million arising from a contract for a corporate data room used in connection with a corporate transaction. The dispute centred on which of two competing work orders, dated 2 and 3 October 2024 respectively, governed the arrangement. Nexans contended the earlier document applied, incorporating a version of Intralinks' standard terms providing for French law and jurisdiction. Intralinks argued the later, formally signed version applied, incorporating English law terms.

Thomas Raphael KC, sitting as a Deputy High Court Judge, heard argument on Nexans' application challenging jurisdiction after Intralinks had obtained permission to serve proceedings on Nexans in France. On the contract formation issue, the judgement found Intralinks had much the better of the argument that the parties' agreement was formed when both sides electronically signed the later work order, which incorporated the English law terms, rather than through earlier email exchanges relied upon by Nexans. The court also rejected Nexans' alternative case that the contract should be rectified for mistake, finding no convincing evidence of a shared intention to contract on French law terms.

To establish jurisdiction, Intralinks relied on two gateways under the Civil Procedure Rules: that the contract was governed by English law, and that any breach, in the form of non-payment, had been committed within the jurisdiction. On the second point, the judgement addressed an old common law presumption that a debtor must pay a creditor at the creditor's place of business, here the United States. The court held this presumption was displaced by an implied term requiring Nexans to pay according to the arrangements specified in Intralinks' invoices, which directed payment to a London bank account, meaning any non-payment occurred in England.

Turning to the question of appropriate forum under the established Spiliada framework, the judgement rejected an argument, drawn from earlier authority, that claimants relying solely on the English law gateway face a particularly heavy burden, finding that line of reasoning had not survived the modern authorities and was inconsistent with the House of Lords' guidance in Spiliada Maritime Corp v Cansulex. While acknowledging that many of the relevant witnesses, documents and events were connected to France, and to a lesser extent Germany through Nexans' financial advisers, the court found the choice of English law carried significant weight, particularly given that the dispute was likely to turn on differences between English and French approaches to contract formation and good faith.

The judgement was also critical of parallel proceedings Nexans had commenced in France shortly before Intralinks issued its claim, finding these had been launched without warning in an apparent attempt to pre-empt the English action and secure the application of a more favourable legal framework, and that they had progressed only to a limited procedural stage. Those proceedings were found not to outweigh the connecting factors favouring England.

The jurisdiction challenge was dismissed, with the court directing that the parties agree directions for the case to proceed towards a case management conference.