Seafood trading firm B&D Trawling Limited and its related holding company, Muxton Limited, have been ordered by the Supreme Court to answer allegations of breach of contract and defend legal action brought against them in Jamaica by European companies EVDC Invest SA and Fish and Co SAS.
The companies bringing the claim are said to be incorporated in Luxembourg and the French Caribbean overseas territory of Martinique, respectively, and are the major distributors of lobster and conch in the eurozone and the French Caribbean.
The claimants allege that B&D Trawling breached a contract and mortgage agreement for a loan of more than US$1.5 million to cover the supply of lobster and conch to the French business that distributes seafood in the French overseas territories of the Caribbean. They are seeking to have B&D Trawling repay the principal, pay interest of eight per cent per annum, as well as sums for general damages for the alleged breach of contract, interest on general damages, and legal costs.
B&D Trawling and Muxton have challenged the suitability of the Jamaican court to hear the case, noting that the language of the agreement, though it was never signed, specifies that disputes under the agreement are to be settled under French law and heard in court in France.
The matter was filed in May and was heard in chambers in the commercial division of the Supreme Court on June 20 and October 14. A decision was handed down by Justice Kirk Anderson on October 14.
The French companies maintain that having failed to deliver the seafood as agreed, B&D Trawling also failed to repay the money with the eight per cent interest, despite several requests from the claimant.
The defendants filed arguments opposing the matter being heard in the Supreme Court on the grounds that: The claim is not in respect of a breach of contract committed in the jurisdiction of the Jamaican courts; and that the claim relates to an alleged breach of an agreement which contains an express term that it is governed by French law.
B&D Trawling and Muxton held that even if the court were to find that the Jamaican jurisdiction was the appropriate forum for hearing the matter, the parties made a choice of law and, by their written contract, have agreed to submit any dispute to the French law and Parisian courts.
The jurisdiction argument has been reinforced, B&D Trawling said, in its court filings as referenced by the written judgment, by the fact that the Memorandum of Trade Agreement is written in French and then translated to English; the nationalities of the companies bringing the claim against it; and by the fact that major portions of the pre-contractual negotiations, via email, were in French.
The Jamaican companies also contend that the supply and processing services to which the agreement related were completed upon shipment to the requested destination outside of the jurisdiction, and that the agreement contains a clause referring to any modification of the contract being an integral part of the contract. They say the services were provided as agreed and had sought declarations that the Jamaican court should not exercise its jurisdiction in the claim; that the case be struck out; for there to be a stay of proceedings pending litigation in the French court; and that the local firms be awarded legal costs.
The court found that the parties, having agreed to the terms of the protocol agreement as drafted and not disputing any of its provisions in court proceedings, there existed a binding agreement covering the business relationship. It also maintained that residence of the parties is irrelevant, but residence of the claimants overseas may cause the respondents to ask that the claimant post security for costs, in the event the final outcome goes against the parties bringing the claim.
The court also noted that the bank account holding sums paid over by the European companies were in Jamaica, as was the property that is the subject of the guarantor agreement. The judge noted in a written judgment that even if the matter was tried in the court of another jurisdiction, there was nothing to stop action being taken in Jamaican court. He noted that whether the matter was tried in Jamaica or France, language translation issues would arise that can be overcome.
Attorney Sheldon Robinson of law firm Dentons Delany represented EVDC Invest SA and Fish and Co SAS, while Vincent Chen and Vanessa Reid Pringle of law firm Chen Green & Co appeared for B&D Trawling Limited and Muxton Limited.
Efforts to contact B&D Trawling CEO Roderick Francis and attorneys for EVDC Invest and Fish and Co for comment were unsuccessful.