The basic facts of the case involved a common type of commercial situation. Indian buyers instructed Vysya Bank Ltd. (“Vysya”), India’s largest private bank, to issue a letter of credit in favour of the seller, an Irish company with an office in London. After several amendments the ultimate form of the credit provided that it should be advised to the seller through the Bank of Baroda (“Baroda”) at that Indian state bank’s London office, that bank adding its confirmation to the credit. Baroda duly paid the seller under the letter of credit and was subsequently informed by Vysya that reimbursement instructions had been given authorizing Baroda to claim reimbursement on the due date, 10 February 1993. In November, 1992, Vysya withdrew that authorization. Baroda, accordingly issued a writ alleging anticipatory and/or actual breach by Vysya, as issuing bank, of the contract which it had with Baroda, as confirming bank. Since Vysya had no place of business in England, Baroda obtained leave to serve the writ out of the jurisdiction pursuant to R.S.C. Ord. 11, r. 1(1)(d). In these proceedings, Vysya sought to have such service set aside on the ground that the case did not fall within any of the heads of R.S.C. Ord. 11, r. 1(1)(d) and/or that England was not the appropriate forum for the trial of the action.

As is well known, in a situation such as the one described above there are four distinct contractual relationships which may be identified: (1) a contract between the buyer and the issuing bank (Vysya); (2) a contract between the issuing bank (Vysya) and the confirming bank (Baroda); (3) a contract between the confirming bank (Baroda) and the seller; (4) a contract between the issuing bank (Vysya) and the seller.4 The relevant contract in these proceedings was that described at (2)