“This requirement aims to limit the effect of an agreement conferring jurisdiction to disputes originating from the legal relationship in connection with which the agreement was concluded. It seeks to prevent a party from being surprised by the referral to a specified court of all disputes which arise in the relationships which it has with the other party and which may originate in relationships other than that in connection with which the agreement conferring jurisdiction was concluded." [124] I consider .. that, applying Powell Duffryn, it is important to identify the legal relationship in connection with which the agreement conferring jurisdiction was concluded, and then to ask whether the dispute has originated in a different relationship; i e a relationship other than that in connection with which the agreement conferring jurisdiction was concluded. These questions should be asked bearing in mind that the purpose of the relevant words in article 25 is to is to avoid a party being taken by surprise by the referral of the dispute to a contractually agreed court, because the dispute had originated in a different legal relationship. [125] I agree .. that the relevant question is not simply whether a party would be taken by surprise: this is not the legal test. However, that question serves as a very useful cross-check on what I consider to be the relevant legal questions. If it is clear that a party would not be taken by surprise by the referral of the dispute, then it is very likely indeed that the dispute has not originated in a relationship other than that in connection with which the agreement was concluded. It is therefore very likely that application of the legal test, and the answer to the question whether a party would be taken by surprise, will lead to the same result. 14.4 The “particular legal relationship” that gives rise to the dispute between the claimants and FFISA in the present action is not the narrow relationship created by the Subscription Agreements. 14.4.1 By far the more consequential legal relationship for the purposes of this action is that between the claimants and the Floreat Group and between the claimants and FFISA as an entity in the Floreat Group, controlled and directed by Mutaz Otaibi and David Whitworth, whose knowledge is attributable to FFISA. FFISA is merely an accessory to those primary wrongs. 14.4.2 The Aviation Notes transactions involved many defendants other than FFISA, and involved PIF and RAGOF as well as GFIF in plugging the funding gap. As Mutaz Otaibi himself acknowledged in a recorded conversation with other Floreat associates on26 July 2018 : .. we got all three of the funds involved in a note that no one knew how to raise money for it, and there was no guarantee it was going to work to launch it .. Emphasis added. 14.4.3 None of these other participants in the overall Aviation Notes transaction, whether on the defendants’ side or the claimants’ side, was a party to these jurisdiction clauses. This illustrates that the relationship created by the Subscription Agreements was merely a part of, and ancillary to, the wider relationship between the Funds and the Floreat Group, the abuse of which is complained of in this action. 14.4.4 Applying the “litmus test” of surprise, FFISA cannot plausibly complain that it has been taken by surprise by the referral of the present claims against it to this jurisdiction. On the contrary, for the reasons pleaded in paragraph 34 of the draft Amended Particulars of Claim, the claims in these actions are predominantly governed by English law. The relationships in the abuse of which FFISA is said to have dishonestly assisted were governed by English law, and the persons whose knowledge is relied on as showing FFISA’s dishonesty are domiciled in England. Indeed, all three of the Floreat Principals are domiciled in England, and a significant number of the defendant companies are incorporated in England. All of the defendants other than FFISA are either subject to the jurisdiction of the English court or have submitted to this jurisdiction. All of FFISA’s co-conspirators will therefore be sued here. 14.4.5 As to the second stage of the enquiry, the relevant jurisdiction provisions fall to be construed in accordance with Luxembourg law. The expert witnesses are agreed that: The fundamental rule of interpretation of contracts under Luxembourg law is that contracts should be interpreted by assessing the actual common intention of the parties .. [I]f the parties are able to demonstrate that the actual common intention of the parties differs from the wording of the contract, actual common intention of the parties prevails .. The assessment of the common intention of the parties is an issue of fact .. Lower courts are thus free to rely upon both on intrinsic and extrinsic evidence to assess the actual common intention of the parties and there is no hierarchy between the two. Intrinsic evidence comprises the various contractual documents that the parties have agreed upon. Extrinsic evidence includes correspondence exchanged by the parties prior to or after the conclusion of the contract, acts of performance of the contract suggesting a certain understanding of the obligations of the parties.. In the absence of extrinsic evidence demonstrating that the actual common intention of the parties might have been different from the wording of the contract, the enquiry will focus on intrinsic evidence of the actual common intention parties .. Expert Report of Professor Gilles Cuniberti at [11] to [14]. Ms Clara Mara-Marhuenda at [13] says “I agree with the Luxembourg Law principles of contractual interpretation applicable to jurisdiction clauses which have been laid out by Professor Cuniberti”. 14.4.6 Contrary to the views of Professor Cuniberti, however, Luxembourg law also provides guidance in cases like the present through the theory of contractual ensemble “where several contracts between different parties constitute a complex and individual contractual ensemble”