Seraphine Limited v Mamarella GmbH
Decision date: 1 March 2024
Neutral citation: [2024] EWHC 425 (IPEC)
Overall AI summary confidence: high
Short overview
This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.
AI confidence in this short overview: high
This case concerned whether Seraphine could serve proceedings out of the jurisdiction against Mamarella by relying on an exclusive jurisdiction clause in Seraphine's 2021 terms. The judge found Seraphine had a good arguable case that the 2021 terms applied to Mamarella's orders and so permitted service out under CPR 6.33(2B)(b), but rejected Seraphine's attempt to rely on its 2015 and 2019 TradeWeb terms for additional claims for lack of evidential basis and refused permission to amend to plead those claims.
Ratio decidendi
This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.
AI confidence in this ratio decidendi summary: medium
The court applied the "good arguable case" test under CPR 6.33(2B)(b): a claimant must supply a plausible evidential basis that it has the better argument that a contract contains the jurisdictional term relied on. Standard contractual wording making orders "subject to" stated terms and treating an order as acceptance of those terms can, on the evidence here, support a good arguable case of incorporation even if drafting could have been clearer.
Obiter dicta
This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.
AI confidence in this obiter dicta summary: high
The judgment observed that, absent contemporaneous or archived documentary evidence, hearsay assertions that terms were available on an electronic ordering platform (TradeWeb) are unlikely to satisfy the claimant's evidential burden. It also gave guidance that pleadings asserting corporate ownership of designs should identify the natural person designers and the basis of ownership, and that confidential schedules should be provided under an appropriate confidentiality agreement.