Court of Appeal considers scope for extending anti-suit injunction to non-parties to an arbitration agreement

In Renaissance Securities (Cyprus) Limited v ILLC Chlodwig Enterprises and Others [2025] EWCA Civ 369, the Court of Appeal held that an anti-suit injunction should not be granted in respect of proceedings commenced in Russia by parties to an arbitration agreement against affiliates of their counterparty. However, the Court of Appeal left open the question as to whether non-parties to an arbitration agreement can be bound by an anti-suit injunction in circumstances where the foreign proceedings are vexatious and oppressive. This judgment provides useful clarification that the English courts are in principle willing to grant an anti-suit injunction in respect of foreign proceedings against a non-party in appropriate circumstances, where the party to an arbitration agreement is able to show a legitimate interest in the anti-suit injunction. It also emphasises the importance of providing full evidence in all cases where an anti-suit injunction is sought, given the necessary reliance on the exercise of the court’s discretion.

Background

Renaissance Securities (Cyprus) Limited (‘Renaissance’) entered into investment service agreements (‘ISAs’) with six Russian companies (the ‘Defendants’) between 2019 and 2020.  Two of these ISAs between Renaissance and the Second and Sixth Defendants ( ‘D2’ and ‘D6’) were governed by English law with an arbitration clause providing for disputes to be resolved by arbitration seated in London under the London Court of International Arbitration (‘LCIA’) Rules.

A dispute arose in June 2023 when the Defendants requested Renaissance return their assets held under the ISAs. Renaissance refused as it considered the Defendants to be the subject of sanctions, either directly or indirectly, such that it was precluded from complying with the request under the applicable sanctions law. 

It was common ground that D2 and D6 were sanctioned under US law but there was a dispute as to whether the ultimate beneficial owner of the Defendants was Mr Andrey Guryev (and/or his daughter), who was a designated person under UK and US law and, therefore, whether Renaissance was obliged to freeze the Defendants’ assets under any applicable sanctions regime. The Defendants denied that they were controlled by Mr Guryev and therefore indirectly subject to UK sanctions.

In October 2023, each of the Defendants initiated separate proceedings in Russia against Renaissance seeking the return of their assets. These were materially identical contractual claims seeking the return of the Defendants’ assets held under the ISAs, or damages amounting to the costs of those assets.

D2 and D6 also commenced proceedings against three Russian affiliates of Renaissance in Russia (the ‘RREs’), making claims for damages in tort. The RREs were not party to the arbitration agreement.

In November 2023, Renaissance successfully obtained from the English court an interim anti-suit injunction and anti-anti-suit injunctive relief prohibiting the Defendants from pursuing the claims against it in the Russian Court, on the basis that those claims had been brought in breach of the arbitration clauses in the ISAs. By an order made in April 2024, the injunction was continued and Renaissance granted further mandatory relief requiring the Defendants to terminate their proceedings against Renaissance in Russia (the ‘Order’).

This appeal arose in the context of two applications to the High Court in relation to the Order:

1. An application by Renaissance to vary the Order to require the termination/withdrawal of proceedings brought against the RREs.
2. A cross-application by D2 and D6 clarifying that the Order applies only to proceedings in Russia by the Defendants against Renaissance and not the RREs.

The High Court dismissed Renaissance’s application and stayed the cross-application by D2 and D6 pending determination of this appeal. Renaissance appealed the dismissal on four grounds, one on a contractual basis that the court at first instance had failed to properly interpret the arbitration agreements so that the claims against the RREs were within their scope; and three other grounds on a non-contractual basis, namely, (i) that the judge was wrong to hold that there is a threshold “forum issue” for granting an anti-suit injunction on vexatious and oppressive grounds; (ii) if an alternative forum was required to be identified, the judge had erred in holding that none was available given that LCIA arbitration is available; and (iii) that the judge had failed correctly to evaluate and/or to characterise the claims against the RREs to determine whether they were vexatious and oppressive.

Anti-suit injunctions

The court has the power to grant an anti-suit injunction pursuant to section 37 of the Senior Courts Act 1981. Whilst the grant of an injunction is ultimately an exercise of the court’s discretion, there are two main grounds for granting an anti-suit injunction:

1. The foreign proceedings are in breach of a contractual provision between the parties (the contractual basis)
2. The foreign proceedings are otherwise vexatious or oppressive (the non-contractual basis).

Decision

Renaissance’s appeal was dismissed.

The Court of Appeal upheld the High Court’s decision that the arbitration agreements in the ISAs did not apply to claims by or against non-parties. There was no contractual basis for the anti-suit injunction in respect of the claims brought against the RREs. The court would not imply a negative obligations into the terms of the arbitration agreements to find that the agreement by D2 and D6 to resolve their disputes via LCIA arbitration included a negative promise not to bring claims for which Renaissance was alleged to be jointly and severally liable alongside the RREs outside LCIA arbitration.

The Court of Appeal however found that the High Court had erred in law by requiring a threshold forum issue to be resolved in favour of Renaissance before granting an anti-suit injunction. There could not be a forum requirement because there was only a single forum where a claim could be heard.

Although the claims against the RREs were not in breach of the arbitration agreements, the Court of Appeal noted that those claims seemed to be designed to circumvent and undermine the effect of the arbitration agreements in the ISAs.

Those proceedings could be characterised as vexatious and oppressive given that the tortious claims against the RREs were claims to recover damages in a sum equivalent to what was alleged to be the value of the assets that had been frozen by Renaissance. The claims had also been brought in Russia because the Defendants were precluded from recovering their assets from Renaissance, other than in LCIA arbitration proceedings against Renaissance in London, in which the Defendants would have to prove their case that they were not properly to be regarded as subject to any relevant sanctions.

The Court of Appeal rejected the argument that D2 and D6 would be denied effective access to justice as the RRE claims were brought under Russian law and could only be litigated in the Russian courts. The Court of Appeal further dismissed the argument that the RREs had submitted to the jurisdiction of the Russian courts.

In principle, the Court of Appeal considered that there were three reasons to grant an anti-suit injunction on the non-contractual basis in this case:

1. to protect the integrity of the arbitral process;
2. to protect the integrity of the orders made by courts of this jurisdiction; and
3. to protect the UK’s public policy of its sanctions regime.

However, in exercising its discretion, the Court of Appeal found that Renaissance had not provided sufficient evidence regarding the change in ownership of the RREs and their relationship with Renaissance. The Court of Appeal was unable to determine the legitimacy of Renaissance’s request for an anti-suit injunction in circumstances where two of the RREs had allegedly been sold and the third RRE claimed not to be an affiliate of Renaissance. Consequently, the Court of Appeal refused the anti-suit injunction and dismissed the appeal.

Comment

A longstanding principle is that comity requires the English courts to be cautious in awarding the discretionary remedy of an anti-suit injunction restraining a party from pursuing a remedy in a foreign court. It is not surprising that the English courts require clear and unequivocal evidence in order to grant an injunction and, for this reason, Renaissance’s inability to adduce evidence as to the change of ownership of the RREs was detrimental to its application.

At the same time, Lord Justice Singh in his leading judgment cast the net wide in how he framed the reasons the Court of Appeal should consider granting an anti-suit injunction. Protecting the integrity of the arbitral process, the orders of the UK courts and the UK sanctions regime are widely construed categories under which a party may seek to argue that an anti-suit injunction should apply to a non-party to an arbitration agreement on a non-contractual basis. It will be interesting to see how this develops in subsequent cases.