The Commercial Court’s ruling in a US$61 million ship finance dispute underlines the importance of law and jurisdiction clauses in international loan agreements.

Often languishing among the final terms of a contract, these clauses can seem like a procedural formality and “boiler plate” clauses are often utilised without either party giving much thought to the precise wording. In truth, they are some of the most important terms in any agreement.

In this case, as is common in finance transactional documents, the facility agreement contained an asymmetric jurisdiction clause which required the three borrowers (who were jointly and severally liable under the facility agreement) to sue in England while affording the lenders more latitude in their choice of court. The lenders exercised their right to bring a claim in Singapore in respect of one borrower, following which all three borrowers commenced proceedings in England. In response to the English proceedings, the lenders commenced another set of proceedings in Singapore in relation to the final two borrowers. Both parties brought their own interpretation of the critical law and jurisdiction clause before the English court by making rival applications to stop the English Proceedings / the second set of Singapore proceedings from progressing.

Mr Justice Bright’s decision in Spec 1 Ltd & Ors v The Export-Import Bank of China [2026] EWHC 1162 (Comm) underscores the importance of drafting jurisdictional clauses carefully. Both parties approached the court with applications seeking to rely on previous authorities. However, despite numerous superficial similarities between the clauses, the Judge observed that the language in those settled cases did not perfectly mirror the clause at hand and thus were of limited assistance to him in construing the particular clause at hand.

The decision makes it clear that every word matters in every clause. The Judge held that the correct interpretation of the clause allowed concurrent proceedings to run in both England and foreign jurisdictions as contemplated by the jurisdiction clause.

The mere existence of these competing proceedings, and the consequential risk of duplication or inconsistent judgments, was not a sufficient reason for the court to restrain the Singaporean proceedings or stay its own as the clause contemplated such concurrency.

Where the parties have agreed to a contractual framework that allows for competing proceedings the court will be slow to say that instituting those multiple proceedings is a strong reason for a stay or a basis for anti-suit relief. 

The case is a salient reminder to international lenders and borrowers to review their boilerplate clauses and ensure they reflect the intended contractual position. You can read more from 4 Pump Court.