<center><span class="news-text_medium">Court:</span> Court of Appeal (Civil Division)</center>
<center><span class="news-text_medium">Judgment date:</span> 5 February 2026</center>
The case concerned the interaction between reinsurance policy documents providing for exclusive English jurisdiction and reinsurance certificates for the same cover which contained a New York arbitration clause. The Court of Appeal held that the agreed hierarchy clause operated where there was inconsistency between the two sets of documents, not only where a single document was internally unclear. As the jurisdiction clauses could not be reconciled, the English courts had jurisdiction and the anti-suit injunction was properly granted.
The insurer reinsured certain risks with the reinsurer. The reinsurer executed two policy documents in the form of Market Reform Contracts (“<span class="news-text_medium">MRCs</span>”). Each MRC contained an exclusive English law and jurisdiction clause. Several days later, the parties agreed a facultative reinsurance certificate for each policy using the Market Uniform Reinsurance Agreement (“<span class="news-text_medium">MURA</span>”) form. The certificates provided for arbitration in New York. They also included a clause stating that, “in case of confusion”, the “RI slip” (a reference to the MRC) would take precedence over the reinsurance certificate.
A dispute arose when the reinsurer declined to indemnify the insurer in respect of losses the insurer had agreed to cover. The insurer commenced proceedings in England. The reinsurer challenged the English court’s jurisdiction, relying on the arbitration clause in the certificates. At first instance, Nigel Cooper KC, sitting as a Deputy High Court Judge, rejected that challenge. He held that the hierarchy clause meant that, where there was inconsistency between the MRCs and the certificates, the MRCs prevailed. As the English jurisdiction and New York arbitration clauses were irreconcilable, the English jurisdiction clause applied. The judge therefore granted an anti-suit injunction restraining the reinsurer from pursuing arbitration in New York. The reinsurer appealed.
The reinsurer argued that:
The Court of Appeal dismissed the appeal.
The Court held that the dispute concerned when the hierarchy clause applied, not what effect it had once engaged. The parties were agreed that “confusion” included the situation where two provisions dealt with the same subject matter in different ways.
As a matter of ordinary language, the Court held that the natural construction of the clause was that it addressed inconsistency between the MRCs and the certificates, rather than confusion arising solely within the certificates themselves. The evident purpose of the clause was to establish which document would prevail where the two differed.
The reinsurer’s interpretation was found to produce implausible and commercially odd results. It would mean that the MRCs were ignored where they conflicted with the certificates but would nonetheless override the certificates if they contained conflicting provisions of their own—even if the MRCs addressed a different issue entirely. By contrast, the insurer’s construction reflected a conventional hierarchy clause designed to resolve inconsistencies between multiple contractual documents.
The Court accepted that contracts should, where possible, be construed to give effect to all provisions. However, it distinguished cases where conflicting clauses appear within a single document from situations where they appear in separate documents agreed at different times and subject to an express hierarchy clause.
Where such a clause exists and the court concludes that the provisions are genuinely inconsistent, the correct approach is to recognise the inconsistency and apply the agreed hierarchy. Here, the New York arbitration clause in the certificates was fundamentally inconsistent with the exclusive English jurisdiction clause in the MRCs. That inconsistency could not be resolved by reducing the English jurisdiction clause to a limited supervisory role, as this would effectively reverse the agreed order of precedence. Accordingly, the English jurisdiction clause in the MRCs prevailed.
The English courts had jurisdiction over the dispute and the anti-suit injunction restraining the reinsurer from pursuing New York arbitration was upheld.
