Background
Intralinks Inc, a US provider of virtual data rooms, supplied services to French cable manufacturer Nexans SA for “Project Otto.” Intralinks claimed that documents uploaded in August 2025 generated additional charges of €2,193,147.70. Nexans denied that the sums were due.
The parties disputed which work order governed their contract. Nexans relied on an unsigned work order circulated on 2 October 2024 that incorporated a master services agreement providing for French law and jurisdiction. Intralinks relied on a work order signed electronically by both parties on 3 October 2024 that incorporated a master services agreement governed by English law. Nexans commenced proceedings in France in December 2025; Intralinks brought its English payment claim in March 2026 and obtained permission to serve Nexans in France. Nexans then challenged the English court’s jurisdiction under CPR Part 11.
The Court’s Holding
The High Court dismissed Nexans’ jurisdiction challenge. Without finally deciding the merits, the court held that Intralinks had a good arguable case that the contract was made on the terms of the signed 3 October work order and was governed by English law. It also concluded that the relevant contractual gateways for service outside the jurisdiction were satisfied, including because the contract was governed by English law and payment was contractually due into Intralinks’ English bank account.
The court further held that England was clearly the most appropriate forum. Although Nexans and several witnesses were based in France, the transaction also had substantial German and US connections, English was the only language common to all relevant participants, payment was due in England, and the likely disputes raised significant questions of English contract law. The earlier French proceedings did not outweigh those factors because they were reactive, had made limited progress, and could not by themselves displace the otherwise appropriate English forum.
Key Takeaways
- The ruling addressed jurisdiction only; it did not determine whether Intralinks was entitled to the disputed charges or finally resolve which contractual terms governed.
- A signed work order incorporating English law can establish a jurisdictional gateway even when an earlier, unsigned version referred to French terms.
- Related foreign proceedings will not necessarily defeat English jurisdiction, particularly where they were commenced to pre-empt a threatened English claim and remain at an early stage.
Why It Matters
The decision illustrates how English courts assess competing contract documents and parallel foreign proceedings at the service-out stage. The court considered the chosen law, contractual place of payment, languages, witnesses, documentary evidence, and international character of the transaction rather than treating either party’s home jurisdiction as decisive.
It also underscores the distinction between choosing English law and choosing English jurisdiction. An English governing-law clause does not automatically confer jurisdiction, but it may carry substantial weight where the dispute is likely to turn on complex and materially different rules of contract law.