Baturina v Chistyakov

Judgment

LORD JUSTICE CHRISTOPHER CLARKE:

The question in this appeal is whether or not Walker J was right to stay the action in favour of the courts of Russia.

Elena Baturina, the claimant/appellant, is a wealthy woman, of Russian nationality. She used to live in Moscow, but now lives in London. Her husband was at one time Mayor of Moscow. Mr Alexander Chistyakov is a Russian national who resides in Russia. He is a businessman with interests in, inter alia , Russian real estate and energy companies. He is also the Chairman of a company listed on the London Stock Exchange. Prior to the events with which this action is concerned the two of them had worked on a real estate project in St Petersburg. As a result of that Mr Chistyakov approached Ms Baturina to discuss her possible participation in projects in Morocco.

On 28 February 2008 they entered into a Project Implementation Agreement (“the Agreement”) in relation to development projects in Morocco. The Agreement is expressed to be between each of them personally, Ms Baturina being referred to as “Party 1” and Mr Chistyakov as “Party 2”, although Mr Chistyakov claims to have been acting on behalf of a consortium of businessmen led by Mr Krupnov.

The Agreement recited the intention of the parties “ to jointly engage in activities relating to the implementation of development projects in Morocco ”, and their intention to establish a joint venture and conclude a shareholders’ agreement “ which should determine the procedure for the interaction of the Parties relating to joint ownership of the shares ” of what was described as “HoldCo” and management of the Project. It also recited the desire of the parties to ensure a common understanding of the agreements reached and to avoid differences relating to the interpretation of the content and implementation thereof.

The Agreement contained, inter alia , the following terms (in translation):

“ 1 Project

The parties hereby agree to engage in joint activities relating to the implementation of Development Projects in Morocco. The shares of the Parties in the Project implementation have been allocated in the ratio of 65 (Sixty-five).% - Party 1, 35(Thirty-five).%-Party 2.

2 Development Projects

Project activities are restricted to implementation of the Development Projects described in Appendix No 1 to these Principal Provisions (hereinafter the Project Portfolio)

The Parties shall jointly determine Development Projects in addition to those listed in Appendi