Exclusive vs non-exclusive
An exclusive jurisdiction clause gives each party a contractual right not to be sued elsewhere; a non-exclusive clause permits proceedings in the chosen forum but does not prevent proceedings elsewhere. The distinction is not cosmetic - it drives anti-suit injunction availability, enforcement treaty coverage, and tactical risk.
For exclusive clauses, English courts will ordinarily grant an anti-suit injunction to restrain proceedings brought in breach. In Donohue v Armco Inc [2001] UKHL 64, the House of Lords confirmed that such relief is granted unless the party resisting shows strong reasons - for example, the need for composite multi-party litigation that can only sensibly proceed in one forum, as on the facts there.
The Hague conventions and enforcement
Exclusivity also decides which enforcement regime applies. The Hague Convention on Choice of Court Agreements 2005 applies only to exclusive jurisdiction clauses, supporting recognition and enforcement of the chosen court's judgment among contracting states (including the UK, EU, and Singapore).
The gap for non-exclusive clauses has narrowed: the Hague Judgments Convention 2019 came into force for the UK on 1 July 2025 and improves enforcement of judgments - including from non-exclusive and asymmetric clauses - between the UK and other contracting states, for proceedings begun on or after that date.
Asymmetric (unilateral) jurisdiction clauses
Asymmetric clauses - binding one party to a single forum while letting the other sue more widely - are common in finance and valid under English law. Commerzbank AG v Liquimar Tankers Management Inc [2017] EWHC 161 (Comm) confirmed their effectiveness.
But they do not travel everywhere. Some courts treat them as offending mutuality or equality: in Dubai Court of Cassation Judgment No. 735 of 2024 (29 October 2024), the onshore court held a unilateral arbitration option invalid for lack of mutual consent, allowing the local courts to hear the dispute regardless of the agreed forum. Check enforceability in the jurisdictions where you may actually need to sue or enforce.
Post-Brexit anti-suit injunctions
Since Brexit, the restrictions that the Brussels regime placed on anti-suit injunctions against EU court proceedings no longer apply, and English courts have restored that power. The principle, from The Angelic Grace (Aggeliki Charis Compania Maritima SA v Pagnan SpA) [1995] 1 Lloyd's Rep 87, is that the court will enforce an exclusive jurisdiction or arbitration agreement by injunction unless good reason is shown not to.
The Supreme Court has gone further for arbitration: in UniCredit Bank GmbH v RusChemAlliance LLC [2024] UKSC 30 it granted an anti-suit injunction to support a Paris-seated arbitration because the arbitration agreement was governed by English law - restraining Russian proceedings brought in breach.
Drafting jurisdiction clauses
Decide exclusivity deliberately and state it - an exclusive clause maximises anti-suit protection and Hague 2005 coverage; a non-exclusive clause keeps options open but offers less control. If you use an asymmetric clause, confirm it will hold up in the forums where you expect to enforce.
And remember jurisdiction remains relevant even when you choose arbitration: courts are still needed for interim relief and enforcement, and a jurisdiction clause can serve as a fallback if the arbitration agreement fails.
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Practical checklist
- Decide and state whether the jurisdiction clause is exclusive or non-exclusive - it changes anti-suit and enforcement (Donohue v Armco [2001] UKHL 64).
- Remember Hague 2005 covers only exclusive clauses; the Hague Judgments Convention 2019 (UK, 1 July 2025) helps non-exclusive and asymmetric ones.
- Asymmetric clauses are valid in England (Commerzbank v Liquimar [2017] EWHC 161 (Comm)) - but verify them in your likely enforcement forums (e.g. Dubai onshore: invalid).
- Rely on restored anti-suit powers to protect exclusive jurisdiction and arbitration agreements (The Angelic Grace [1995] 1 Lloyd's Rep 87; UniCredit [2024] UKSC 30).
- Keep a jurisdiction clause even if you choose arbitration - for interim relief, enforcement, and as a fallback.
- Match exclusivity to your enforcement strategy, not just drafting habit.
This guide is informational only and is not legal advice. It does not replace advice from licensed counsel on the facts of a specific transaction.
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