FILATONA TRADING LTD AND ANOTHER V NAVIGATOR EQUITIES LTD AND OTHERS

[2020] EWCA Civ 109, Court of Appeal (Civil Division), Lord Justice Lewison, Lord Justice Simon and Lord Justice Males, 6 February 2020

Contracts – Disclosed and identified principal – Whether wording of a contract precluding intervention and reliance on that contract by disclosed and identified principal

At first instance, Teare J had found that one of the respondents to these appeals, Mr C, was the disclosed and identified principal to a shareholder agreement although he was not named as a party to the contract and that, as such, he was entitled to rely on its terms, inter alia to commence arbitration under the arbitration agreement. The appellants did not appeal this finding, but did appeal asserting that the terms and surrounding circumstances of the contract, either expressly or by necessary implication, excluded C from exercising contractual rights (including the right to arbitrate). The shareholder agreement was dated 31 May 2005 and expressed in the Russian language; but subject to the substantive law of England and Wales and arbitration at the London Court of International Arbitration in accordance with its rules. The question on appeal was whether the wording of the shareholder agreement precluded intervention and reliance on that contract by a disclosed and identified principal. C, although not named in the contract, had provided half of the financing for the transaction.