Key takeaway

When parties enter into a suite of related agreements, it is common practice to include dispute resolution clauses in each one. What is far less common, and far more dangerous, is ensuring that those clauses are consistent with one another. The Court of Appeal’s recent judgment in FH Holding Moscow Limited v AO UniCredit Bank & Anor [2026] EWCA Civ 468 is a reminder that failing to align dispute resolution provisions across related agreements can have serious consequences.

Competing dispute resolution clauses: what happened?

The appellant, FH Holding Moscow Limited (“FH”), is a Cypriot company operating in Russia. In November 2018, FH entered into a Facility Agreement with AO UniCredit Bank (“AO”), a Russian bank, and its Italian parent UniCredit SpA (“SPA”) as lenders.

The Facility Agreement was governed by English law and contained an arbitration clause providing for arbitration under the Rules of the Vienna International Arbitral Centre (“VIAC”), with Vienna as the seat.

Alongside the Facility Agreement, the parties executed a Mortgage Agreement between FH (as mortgagor) and AO (as mortgagee). SPA was not a party to the Mortgage Agreement. The Mortgage Agreement provided security over assets in respect of amounts due under the Facility Agreement and imported definitions from it, including the definition of “Event of Default”.

Crucially, the Mortgage Agreement was governed by Russian law and contained a jurisdiction clause providing for disputes to be referred to and finally settled by the Commercial Court of Moscow.

On 24 March 2025, AO commenced proceedings in the Arbitrazh Court of the Moscow Region seeking to foreclose on the secured assets, relying on an alleged Event of Default under the Facility Agreement. FH challenged this, arguing that the dispute should be arbitrated in Vienna pursuant to the Facility Agreement’s arbitration clause. FH applied to the English courts for an anti-suit injunction to restrain the Moscow proceedings.

Both the High Court and, on appeal, the Court of Appeal dismissed the application.

Read our article on challenging arbitration awards and the limits of the New York Convention for related analysis on arbitration, foreign proceedings and limits on court intervention.

Anti-suit injunctions and arbitration clauses: why was relief refused?

The courts found that the dispute fell within the scope of both the Mortgage Agreement’s jurisdiction clause and the Facility Agreement’s arbitration clause. Where two clauses could each apply, the court had to assess which clause the dispute fell “more naturally” within. In this case, it did not fall more naturally within the arbitration clause.

The Mortgage Agreement was specifically concerned with enforcement against secured assets. Clause 9 entitled AO to foreclose immediately upon an Event of Default, without requiring a prior arbitral process to confirm that a default had occurred.

The court took the view that the Mortgage Agreement was designed to allow swift judicial enforcement in Russia, and the Russian jurisdiction clause was consistent with that purpose.

The fact that the Mortgage Agreement imported definitions from the Facility Agreement (including the pivotal “Event of Default” definition) was not sufficient to redirect the dispute into the arbitration process under the Facility Agreement.

Read our article on London arbitration and the finality of arbitration awards for further discussion of the English courts’ approach to arbitration and court intervention.

Arbitration Act 2025 section 6A: what is the governing law of an arbitration agreement?

The judgment also touched on an important development under the Arbitration Act 2025, which inserted section 6A into the Arbitration Act 1996. This provision reverses the Supreme Court’s decision in Enka Insaat ve Sanayi AS v OOO Insurance Company Chubb [2020] UKSC 38.

Under the old position established by Enka, the default rule was that the governing law of an arbitration agreement was the governing law of the underlying contract; that is, the law of the main contract in which the arbitration clause appeared. Section 6A changes this: the default position is now that the governing law of an arbitration agreement is the law of the seat.

In this case, the Facility Agreement’s arbitration clause was silent on its governing law. Applying section 6A, the Court of Appeal held that the arbitration clause was governed by Austrian law (the law of the seat being Vienna).

The court noted that any basis for the English courts to intervene and grant an anti-suit injunction would have to be derived from the fact that the underlying Facility Agreement, but not the arbitration clause itself, was governed by English law.

The court described this as “a shaky foundation” for so serious a remedy as an anti-suit injunction, which itself reflects the court’s broader reluctance to become involved in disputes that do not demonstrate a sufficient connection to this jurisdiction.

Our arbitration team covered this in more detail in their article on appeals against arbitral awards and implied terms in commercial contracts for related analysis of arbitration clauses, implied terms and court supervision.

Related agreements: why should dispute resolution clauses be aligned?

This judgment carries several important lessons for commercial parties and their advisers.

Align dispute resolution clauses across related agreements. Where a suite of agreements is executed simultaneously or in connection with one another, all dispute resolution clauses should be considered holistically. If arbitration is the preferred mechanism, it should be adopted consistently. Where different forums or governing laws are used across related agreements, parties should think carefully about how those clauses will interact and what will happen if a dispute arises that could fall within more than one of them.

Read our article on why boilerplate clauses matter for further discussion of why standard contract provisions can have significant consequences in litigation.

Security agreements and arbitration clauses

The Mortgage Agreement in this case was designed to facilitate rapid enforcement of security. The Russian jurisdiction clause was a natural fit for that purpose.

Had the parties wished enforcement proceedings to be subject to arbitration, they would have needed to say so explicitly and to consider whether that was compatible with the nature and purpose of a security document at all.

This is particularly important where a finance, security or enforcement document sits alongside a broader commercial agreement. The fact that one agreement contains an arbitration clause will not necessarily mean that all related enforcement disputes must be arbitrated.

Consolidation clauses: how can parties reduce parallel proceedings risk?

Where related agreements contain different dispute resolution clauses, parties should consider including consolidation provisions that allow related proceedings to be brought together in a single forum.

Without such provisions, parties risk parallel proceedings in different jurisdictions, with all the cost and uncertainty that entails.

Governing law of arbitration clauses: what should parties specify?

Section 6A of the Arbitration Act 1996 (as amended) means that a silent arbitration clause will now default to the law of the seat. If commercial parties wish to select a different governing law for their arbitration clause, for example to align it with the governing law of the main contract, they should say so expressly. The cleanest approach is to specify both the seat and the governing law of the arbitration agreement within the clause itself.

Anti-suit injunctions: why does the connection to England matter?

This case also demonstrates the English courts’ caution when their jurisdiction rests on a limited connection to the dispute. An anti-suit injunction is a powerful and serious remedy.

Where the nexus between the arbitration clause and English law is indirect or attenuated, the courts may be reluctant to exercise their discretion to grant one.

What does FH Holding v UniCredit mean for commercial parties?

FH Holding v UniCredit is a lesson in what can go wrong when dispute resolution clauses in related agreements are not carefully coordinated. In practice, these clauses are often negotiated and settled at different stages of a deal or treated as boilerplate after the commercial terms have been agreed. As this case demonstrates, that approach carries real risk.

Taking time at the outset to ensure consistency, compatibility and clarity across all dispute resolution provisions, including specifying the governing law of any arbitration clause, is a far less costly exercise than seeking to unpick the consequences of misalignment through commercial litigation.

Barnes Law’s Arbitration team advises clients on competing dispute resolution clauses, arbitration agreements, anti-suit injunctions, jurisdiction disputes, foreign proceedings and cross-border commercial disputes. For more information, please contact our Arbitration solicitors in London to discuss how we can support you.

Written by Barnes Law Managing Partner Yulia Barnes.