Background
Roland Berger Limited (RBL), a UK-incorporated management consultancy, brought proceedings against Dr Darren Perrin, a British national resident in Stockport, England. Dr Perrin had been employed by RBL as a director under a contract of employment governed by English law and containing an exclusive English jurisdiction clause. Although his principal place of work was stated to be London, Dr Perrin spent approximately half his working time physically in the Middle East — predominantly in the UAE and Saudi Arabia — due to his specialist expertise in waste management and the Roland Berger group’s significant Middle Eastern sustainability practice. He was remunerated in sterling and taxed in the United Kingdom throughout his employment.
RBL alleged that Dr Perrin participated in a coordinated “Team Move” involving approximately 24 employees of the Roland Berger group, orchestrated between May 2024 and January 2025, under which those employees collectively resigned and joined Kearney, a major competitor, in the Middle East. RBL’s particulars alleged that Dr Perrin had input into a competitive business plan using confidential client information, participated in WhatsApp discussions about the move, acted as a facilitator for other employees, and helped prepare client proposals for Kearney’s benefit while still employed by RBL. Dr Perrin resigned in October 2024 and joined Kearney Abu Dhabi in February 2025 following expiry of his notice period. Of the 24 employees involved in the Team Move, he was the only one sued.
Dr Perrin applied under CPR 11 for a declaration that the Dubai State Court was the appropriate forum and for a stay of the English proceedings on forum non conveniens grounds. He argued that the overwhelmingly Middle Eastern character of the facts, witnesses, contracts of the other participants, and alleged losses made Dubai clearly the more appropriate forum. He also pointed to ongoing and anticipated proceedings in Dubai — including criminal complaints, data protection disputes, and end-of-employment claims — involving the other participants in the Team Move.
The Court’s Holding
Sitting as Deputy Judge, Richard Salter KC applied the two-stage Spiliada test (Spiliada Maritime Corpn v Cansulex Ltd [1987] AC 460). At Stage 1, the burden rested on Dr Perrin to show first that the Dubai State Court was an available forum with competent jurisdiction, and second that Dubai was clearly or distinctly more appropriate than the Commercial Court in London. The parties agreed that only Stage 1 required determination.
The court found that Dr Perrin did not discharge the burden under Stage 1. The presence of the exclusive English jurisdiction clause in Clause 16.2 of the Director Agreement — to which Dr Perrin had irrevocably submitted — was a powerful connecting factor pointing to England as the proper forum. Dr Perrin was a UK national and resident, employed by a UK company, under a contract governed by English law with an express exclusive jurisdiction agreement. Although the factual subject matter of the claim was heavily Middle Eastern in character, those factors were insufficient to displace the clear contractual allocation of jurisdiction to the English courts. The application for a declaration and stay was accordingly dismissed.
Key Takeaways
- An exclusive English jurisdiction clause in an employment contract is a weighty, and ordinarily determinative, factor against granting a Spiliada stay even where the underlying facts, witnesses, and alleged losses are substantially located abroad.
- A defendant’s physical presence and operational focus overseas does not override a clear contractual submission to English jurisdiction where the defendant remains employed by, and resident in, the United Kingdom.
- The existence of related but separate proceedings in a foreign jurisdiction involving third parties is not sufficient by itself to make that forum clearly more appropriate for the claimant’s distinct contractual claim against a UK-domiciled defendant.
- Courts will not, on a jurisdiction application, express any view on the ultimate merits — the only question is whether the alternative forum is available and clearly more appropriate (Kaefer Aislamientos SA de CV v AMS Drilling Mexico SA de CV [2019] 1 WLR 3514).
Why It Matters
This decision reinforces the primacy of exclusive jurisdiction clauses in international employment contracts for globally mobile workers. Employers who structure arrangements so that a UK-resident employee is formally employed by a UK entity under English-law terms retain a strong presumption of English court jurisdiction, even when the operational reality involves extensive overseas work. The case is a cautionary reminder that contractual forum selection will ordinarily hold even where — as here — the overwhelming weight of the facts, the other participants in the alleged wrongdoing, and the likely locus of loss all point to a foreign jurisdiction.
The decision also illustrates the tactical complexity of “team move” litigation. By suing only the sole UK-based participant, RBL preserved the English forum, while Dr Perrin’s argument — that he should not be isolated from the broader Middle Eastern dispute involving 23 other employees — was ultimately a merits-level point that could not displace the clear jurisdictional bargain struck in his employment contract.