JP Morgan Securities Plc and Others JPmorgan Chase Bank, N.A., London Branch and Others v VTB Bank PJSC

Hearing dates: 13 May 2025

Draft to the parties: 21 May 2025

APPROVED JUDGMENT

Rev 1

This judgment was handed down remotely at 10.00am on 05 June 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives.

A INTRODUCTION

These applications arise from anti-suit injunctions granted by Mr Justice Andrew Baker on 13 December 2024 (“ the Interim ASIs”) to two companies in the JPMorgan group to restrain the Defendant (“ VTB”) from pursuing proceedings in Russia against the applicants and certain other companies in the JPMorgan group:

i) In CL-2024-000671, the anti-suit injunction was granted on the application of JP Morgan Securities Plc and others (“ JPMS plc”).

ii) In CL-2024-000672, the anti-suit injunction was granted on the application of “JPMorgan Chase Bank, N.A., London Branch” and others.

At this hearing:

i) The Claimants ask for the Interim ASIs to be made final.

ii) The other JPM entities, save for JP Morgan Bank International OOO CB (“ JPM Russia”), seek final anti-suit relief in their own right.

iii) Those claimants seeking anti-suit relief also seek anti-enforcement injunctions.

iv) VTB seeks to set aside the service of the claims, a declaration that the court does not have and/or should not exercise jurisdiction and the discharge of the Interim ASIs.

The hearing was very well argued on both sides, and raised some interesting issues.

The parties

The Claimants

JPMS plc is an English company, and a subsidiary of JPMorgan Chase & Co, an international financial services firm incorporated in Delaware and with its headquarters in New York.

JPMorgan Chase Bank, N.A. (“ JPMCB”) has an authorised London branch (“ JPMCB London”) and its role in these proceedings concerns business conducted through that branch. An issue was raised by Mr Fenwick KC with which it is convenient to deal at this point, which arises because the proceedings were issued in the name of a branch of JPMCB (just as they had previously been issued by VTB against that branch). Mr Fenwick KC submitted that as the branch is not a legal entity, this involved issuing a claim in the name of a non-existent entity. There is nothing in this point:

i) I accept that a branch of a bank in a particular jurisdiction does not, by reason of its branch identity alone, constitute a separate legal entity. It would be different if the branch business was conducted by an incorporated subsidiary.

ii) However, the location of a branch is of obvious importance for regulatory purposes, different branches in different jurisdictions being subject to different national regulatory regimes, which assess their solvency, regulatory capital requirements etc in many respects on a “stand alone” basis.

iii) For that reason, it is very common for proceedings concerning the business of a particular branch of a bank to reflect that fact in the title. A quick database search revealed nearly 100 examples of a “London branch” of a bank being named as claimant or defendant.

iv) In this case, there can be no doubt that the proceedings were commenced by the legal entity JPMCB, in respect of business conducted through its London branch.

v) In any event, JPMCB has now been named as a claimant without a branch designation.

JPMS plc and JPMCB using the London branch designation are the first and second claimants in CL-2024-00671 and the second and first claimants in CL-2024-000672. JPMCB (without the London branch designation) is also named as the third claimant in each action.

As to the other claimants:

i) JPM Russia is a company incorporated in Russia, and the fourth claimant in both claims.

ii) JP Morgan Chase & Co is the fifth claimant in both claims and has its address in New York.

iii) J.P. Morgan Capital Holdings Limited is the sixth claimant in both claims and has its address in London.

iv) J.P. Morgan Limited is the seventh claimant in both claims and has its address in London.

v) J.P. Morgan International Finance Limited is the eighth claimant in both claims and has its address in Delaware.

vi) JPMorgan Emerging Europe, Middle East and Africa Securities Plc is the ninth claimant in both claims and has its address in London.

On 7 May 2025, JPM Russia filed notices of discontinuance of its claims. It has been suggested by VTB that the court's permission is required for JPM Russia to discontinue because JPM Russia's claim is one “in relation to which … the court has granted an interim injunction” (cf CPR 38.2(2)(a)(i)). In this case, JPM Russia has not itself obtained any injunctive relief, but such relief has been obtained by other claimants which extends to proceedings against JPM Russia.

I am satisfied that CPR 38.2(2)(a)(i) does not apply to a claimant who has not itself obtained interim injunctive relief, simply because another claimant has. In Kazakhstan Kagazy plc v Zhunus [2016] EWHC 2363 (Comm), a freezing order was obtained which initially extended to Manx law claims brought by the first claimant (who had also brought Kazakh law claims), but the Manx law claims were later excluded from the scope of the order. Leggatt J held that the court's permission was not required to discontinue the Manx law claims, holding at [26] that “permission of the court is required only when the subject matter of the injunction includes whatever claim or part of a claim it is that the clamant wishes to discontinue”, continuing:

“In such circumstances it may be necessary to consider whether the injunction should be discharged or varied, so the claimant cannot simply be allowed to discontinue without having such issues sorted out. Such issues do not arise where the claimant wishes only to discontinue a part of its claim which falls outside the scope of the injunction.”

The present case falls squarely within the last sentence. In any event, even if permission had been required, I can see no reason not to grant it.

I will refer to all of the Claimants as “ the JPM Entities”, save that the use of that term in relation to orders of this court after JPM Russia's discontinuance does not include JPM Russia.

VTB

VTB is a major Russia bank. It is majority state-owned.

The evidence

The court has factual witness statements from the English lawyers retained by the parties – Satindar Singh Dogra of Linklaters LLP for the Claimants and Anthony Riem of PCB Byrne LLP for VTB.

In addition the court has expert evidence on Russian law:

i) for the Claimants, from Drew Holiner, who practises from Monckton Chambers and has been qualified and admitted to practice law as an advocate in Russia since 2002; and

ii) for VTB, from Professor Mikhail Zinovievich Schwartz, Professor and Head of the Department of Civil Procedure at Saint Petersburg State University.

There was no oral evidence, and while the expert reports were referred to in the parties' written arguments, they did not feature in the oral presentations.

B THE CONTRACTS

A number of contracts (or alleged contracts) are relevant to the applications before the court.

The UMAA

First, there is the “Unallocated Metals Account Agreement” (“ UMAA”) dated 22 April 2002 between JPMCB and VTB. The signature block identifies the signatory as JPMCB London.

The UMAA provides for an account to be opened for VTB at the JPMCB London branch for precious metals, which would record the amount of precious metal which either party could call on from the other (depending on the state of the account at the relevant time). Withdrawals from the account could be made by “transfers” to another precious metal account (which would have the same effect as a “transfer” of funds, namely a negative adjustment in the balance of the UMAA account and a positive adjustment in the balance of the transferee account) or by VTB collecting the relevant precious metal from the JPMCB London branch vault. In the latter event, JPMCB London branch was “entitled to select what bars are to be made available to you”. JPMCB London branch was entitled to refuse to execute transfer instructions if in its opinion they were or might be contrary to any applicable law.

There was provision for termination of the UMAA which stated that the Unallocated Account would remain in being if redelivery or repayment arrangements which were acceptable to JPMCB London branch were not made.

The UMAA is governed by English law. Clause 14.2 (“ the UMAA Arbitration Agreement”) provides as follows:

“Arbitration. Any dispute arising out of or in connection with this agreement, including any question regarding its existence validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitrators, which rules are deemed to be incorporated into this clause”.

There is no provision in the UMAA to suggest that any third party is intended to be able to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 (“ the 1999 Act”), although the operation of the 1999 Act is not expressly excluded. However, clause 13.3 provides “this agreement is for the benefit of and binding upon us both and our respective successors and assigns” and requires JPMCB's written consent for any assignment by VTB (but not vice versa).

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