(1) Vauxhall Motors Ltd v (2) Opel Automobile GmbH

Hearing dates: 24–25 July 2024

Approved Judgment:

PROVISIONAL NON-CONFIDENTIAL VERSION

This judgment was handed down remotely at 10 am on 5 February 2025 by circulation to the parties or their representatives by email and by release to the National Archives.

Introduction

This is the determination of jurisdiction challenges under CPR Pt 11 pursued by all of the remaining defendants, in respect of a claim for damages said to have been suffered by the claimants as a result of cartels in which the defendants were or are said to have been involved, in breach of Article 101 TFEU and Article 53 of the EEA Agreement. The products in issue are thermal system components ( TSCs) in cars, which either regulate the ambient temperature inside the vehicle, or cool the engine.

The claim is based (in various ways explained below) on European Commission Decision C(2017) 1465 final, dated 8 March 2017 (the Commission Decision), which found there to have been price coordination or market sharing between undertakings from six manufacturing groups, in respect of sales of air conditioning and engine cooling products to a number of car manufacturers in the EEA, in breach of EU and EEA competition law. A summary of the Commission Decision was published in the Official Journal on 30 May 2017: [2017] OJ C 169/19.

In addition to the Commission Decision, the claimants rely on investigations and decisions by a number of other overseas competition regulators. The most significant of these (for the purposes of the claims) is an investigation and judgment by Brazil's Administrative Council for Economic Defence ( CADE). In addition, the claimants rely on investigations and/or decisions by regulators in the US, Japan, South Korea, Mexico, South Africa and Indonesia.

The claim form was initially issued on 7 March 2022, making claims against 19 defendants from the six manufacturing groups addressed by the Commission Decision. Following several extensions of time, settlements with some of the defendants, and amendments to the claim form (some but not all of which were consequential on the settlements), the proceedings were served on the defendants within the jurisdiction (the service-in defendants) on 19 September 2023. The defendants outside the jurisdiction (the service-out defendants) were served on various dates between 20 September 2023 and 18 March 2024.

The hearing then took place on 24–25 July 2024. By that time the remaining defendants following the various settlements fell into three groups: DENSO (the first to fifth defendants), Valeo (the sixth to tenth defendants) and Sanden (the twelfth and thirteenth defendants).

Jurisdiction was contested by those defendants on essentially three bases: (i) Valeo disputed the extension of time for service on it granted by Deputy Master Smith on 15 May 2023; (ii) various arguments were advanced regarding the applicability of the jurisdictional gateways for the service-out defendants; (iii) all of the defendants disputed jurisdiction on forum non conveniens grounds, arguing that the claims have minimal connection with England and that the most appropriate forum is France. Valeo therefore contended that the extension of time should be set aside, such that the claims against it should be dismissed ab initio, and all of the defendants contended that the order permitting service out should be set aside and/or that the proceedings should be stayed on grounds of forum non conveniens.

Following the hearing, and at the request of the court, further evidence was submitted by the claimants and Valeo on the specific issue of the extent of any settlement negotiations or discussions between those parties during the period prior to the service of the proceedings on Valeo, which was relevant to the issue of the extension of time.

Matters did not, however, rest there. On 15 October 2024, shortly before this judgment was going to be circulated in draft to the parties, the court was informed that the claimants had settled with Sanden (the Sanden settlement agreement), leaving only the claims against DENSO and Valeo. Written submissions on the consequences of that settlement for the jurisdiction issues were then filed by DENSO, Valeo and the claimants, between 15 October and 6 November 2024 (the October/November 2024 submissions). DENSO and Valeo contended that the Sanden settlement agreement left no remaining anchor defendant for the claims by the first three claimants, and that the removal of the Sanden defendants from the claims further supported their forum non conveniens challenge. The claimants contended that both the jurisdictional gateway and forum non conveniens arguments were unaffected by the Sanden settlement agreement.

By early December, this judgment was close to finalisation following the further submissions of the parties. On 9 December 2024, however, the claimants requested that the court stay its judgment to allow them to apply for permission to adduce further evidence which had been obtained from Sanden following the settlement agreement. The claimants' application was then submitted on 20 December 2024, with written response and reply submissions filed on 13 and 20 January 2025 respectively.

I have taken all of the further submissions into account in this judgment.

The parties

The claimants are all companies within the Stellantis group, which was formed by the 2021 merger of the former Peugeot group ( PSA) and the Fiat Chrysler Automobiles group ( FCA). The PSA group owned the Peugeot, Citroën and DS brands, and in 2017 it acquired the Opel and Vauxhall brands from General Motors. The first to third claimants (the OV claimants) operate the Opel and Vauxhall brands. The fourth, ninth, and tenth claimants (the PSA claimants) are companies formerly within the PSA group who operate the remaining PSA group brands. The fifth to eighth claimants (the FCA claimants) are companies formerly within the FCA group. The eleventh and twelfth claimants (the Brazilian claimants) were formerly within the PSA and FCA groups, respectively.

The claimants are all companies which claim to have purchased TSCs for incorporation in the vehicles they manufacture and sell, from the defendants as well as other suppliers of TSCs. The countries where the claimants are incorporated are as follows:

i) first claimant, Vauxhall Motors Ltd – UK;

ii) second claimant, Opel Automobile GmbH – Germany;

iii) third claimant, Stellantis España SL – Spain;

iv) fourth claimant, PSA Automobiles SA – France;

v) fifth claimant, FCA Italy SPA – Italy;

vi) sixth claimant, FCA Srbija d.o.o. Kragujevac – Serbia;

vii) seventh claimant, FCA Poland SA – Poland;

viii) eighth claimant, Maserati SpA – Italy;

ix) ninth claimant, GIE PSA Trésorerie – France;

x) tenth claimant, Stellantis NV (the top holding company of the Stellantis group) – Netherlands;

xi) eleventh claimant, Peugeot Citroën Do Brasil Automóveis LTDA – Brazil;

xii) twelfth claimant, FCA Fiat Chrysler Automóveis LTDA – Brazil.

The defendants remaining in the claim are (as set out above) all companies in the DENSO and Valeo groups, which have at times said to be material been in business in the manufacture and sale of automotive parts including TSCs. Their countries of incorporation are as follows:

i) first defendant, DENSO Automotive UK Ltd – UK;

ii) second defendant, DENSO Corporation – Japan;

iii) third defendant, DENSO Europe BV – Netherlands;

iv) fourth defendant, DENSO Automotive Deutschland GmbH – Germany;

v) fifth defendant, DENSO Manufacturing UK Ltd – UK;

vi) sixth defendant, Valeo SE – France;

vii) seventh defendant, Valeo Klimasysteme GmbH – Germany;

viii) eighth defendant, Valeo GmbH – Germany;

ix) ninth defendant, Valeo Systèmes Thermiques SAS – France;

x) tenth defendant, Valeo Japan Co Ltd – Japan.

The erstwhile twelfth defendant, Sanden Corporation is also incorporated in Japan. The erstwhile thirteenth defendant, Sanden International (Europe) GmbH, is incorporated in Germany, with an establishment in the UK. It is the successor entity to Sanden International Europe (Ltd) ( SIE), which was incorporated in the UK.

The anchor defendants who were served within the jurisdiction, for the purposes of the jurisdictional gateways, were therefore the first and fifth defendants (from the DENSO group), as well as the thirteenth defendant (from the Sanden group). The remaining defendants are all service-out defendants; these include all of the Valeo defendants.

The Commission Decision and decisions of other regulators