IGCF SPV 21 Limited (Respondent) v Al Jomaih Power Limited and another (Appellants) (Cayman Islands)

Case summary

Case ID

JCPC/2025/0005

Jurisdiction

Cayman Islands

Parties

Appellant(s)

AL JOMAIH POWER LIMITED & DENHAM INVESTMENT LTD

Respondent(s)

IGCF SPV 21 LIMITED

Issue

Did the Cayman Islands Court of Appeal err in holding that: (1) it was not bound to apply the rule in Henry v Geoprosco [1976] 1 QB 726; and (2) the Respondent has not submitted to the jurisdiction of the Pakistan courts?

Facts

The parties are the shareholders in KES Power Limited (“KESP”), a Cayman Islands company which is the majority shareholder in K-Electric Limited (“KEL”), a major Pakistani public utility company. In 2005, the Government of Pakistan sold a 64.4% share in KEL to KESP pursuant to a Share Purchase and Subscription Agreement (“SPSA”). Reflecting the Government of Pakistan’s continued national security interest in KEL, the SPSA contains restrictions on KESP’s ability to transfer shares in itself to certain persons. The SPSA is governed by Pakistani law and contains an exclusive jurisdiction clause in favour of the courts of Pakistan. The parties are also party to a Shareholder Agreement and a Subscription Agreement. These contracts govern the parties’ conduct in relation to KESP and KEL, including with regard to share transfers and the composition of boards of directors. On 5 January 2021, the Shareholder Agreement and Subscription Agreement were amended with the effect that the arbitration agreement contained therein was replaced with an exclusive jurisdiction clause in favour of either the English courts or the Grand Court of the Cayman Islands. In 2022, the Respondent’s shareholder (acting through its joint liquidators) agreed to sell its shares in the Respondent to a third party. The Respondent then attempted to cause KESP to appoint two new directors to the board of KEL. A dispute arose as to whether the proposed transfer by the Respondent of its shares would be in breach of the SPSA and/or the Shareholder Agreement. On 21 October 2022, the Appellants successfully applied ex parte for an interim injunction against the Respondent in the High Court of Sindh in Pakistan prohibiting changes to the board of KEL (the “Pakistan Proceedings”). The Respondent applied in the Pakistan Proceedings for those proceedings to be stayed in favour of arbitration (despite the 2021 amendment) and for the interim injunction to be lifted or modified. These two applications are yet to be determined by the High Court of Sindh, and the interim injunction remains in force. On 24 November 2022, the Respondent commenced proceedings in the Cayman Islands seeking, among other things, an anti-suit injunction restraining the Appellants from continuing the Pakistan Proceedings and from acting upon the interim injunction. The Grand Court of the Cayman Islands granted the anti-suit injunction. The Cayman Island Court of Appeal dismissed the Appellants’ appeal and upheld the injunction. The Court of Appeal granted leave for the Appellants to appeal to His Majesty’s Privy Council.

Date of issue

16 January 2025

Case origin

Appeal As of Right

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