Trafigura PTE Limited v Société Nationale de Raffinage [2026] EWHC 1914 (Comm)

[2026] EWHC 1914 (Comm)Case No CL-2026-000199
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMMERCIAL COURT (KBD)
Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 30/07/2026
Before
THE HON MR JUSTICE MICHAEL GREEN
Between
TRAFIGURA PTE LIMITEDClaimantSOCIÉTÉ NATIONALE DE RAFFINAGEDefendant
Mr Henry Ellis (instructed by HFW) for ClaimantMr Sebastian Kokelaar KC (instructed by Fladgate LLP) for DefendantHearing Hearing date: 9 th July 2026
Approved JudgmentThis judgment was handed down remotely at 10.30am on 30 July 2026 by circulation to the parties or their representatives by e-mail and by release to the National Archives..............................

Introduction

[1]On 9 July 2026, I heard the Claimant’s application dated 31 March 2026 for an interim anti-suit injunction (“ASI”) pursuant to s.37 Senior Courts Act 1981 to restrain the Defendant from pursuing proceedings that it commenced before the Court of First Instance of Limbe, Cameroon (the “Limbe Court” and the “Limbe Proceedings”). There was also a second application dated 17 April 2026 before me for a final mandatory ASI.[2]I informed the parties at the end of the hearing that my decision was to grant the final relief sought by the Claimant and that I would provide my reasons in a written reserved judgment. This is that judgment.[3]The Claimant is Trafigura PTE Limited (“Trafigura”), incorporated in Singapore. It trades in commodities including petroleum products. The Defendant, Société Nationale de Raffinage (“SONARA”), is an oil refining company, majority owned (96%) by the Republic of Cameroon. It supplies refined petroleum products to the Cameroon market and to certain other CEMAC countries, such as Chad and the Central African Republic.[4]By a Sale Contract dated 6 October 2025 (the “Sale Contract”), SONARA purchased a quantity of gasoline cargo. This cargo was eventually rejected by SONARA on quality grounds. By the Limbe Proceedings, SONARA had sought to suspend payment under a Letter of Credit opened on 28 November 2025 (“LoC”) that it had procured the issuance of pursuant to its payment obligation under the Sale Contract. The Sale Contract is governed by English law and has an exclusive jurisdiction clause in favour of the High Court in London, subject to an express exception. The Letter of Credit is also governed by English law and has an exclusive jurisdiction clause in favour of the High Court in London.[5]Following the rejection of Trafigura’s jurisdiction challenge in the Limbe Proceedings, it applied ex parte on notice for an interim ASI and this was granted by Mr Justice Robin Knowles CBE on 1 April 2026 (the “ASI Order”). Pending the return date of 24 April 2026, the ASI Order precluded SONARA from taking any step in the Limbe Proceedings or commencing any other proceedings in relation to the Sale Contract or the LoC anywhere other than the English High Court.[6]There is some concern as to whether SONARA complied with the terms of the ASI at a hearing in the Limbe Court on the next day, 2 April 2026. But that hearing was adjourned.[7]Despite the Limbe Proceedings, on 9 April 2026, Trafigura received payment under the LoC from the confirming bank, African Export Import Bank (“Afrexim”). As this payment effectively rendered the Limbe Proceedings redundant, one might have expected SONARA to have withdrawn them. Trafigura’s solicitors invited it to do so but instead the Limbe Proceedings were maintained for nearly 3 months thereafter, with there being several adjournments of them at SONARA’s request.[8]Finally, however, SONARA came to realise that there was no point continuing the Limbe Proceedings. There is some controversy over what happened at a hearing in the Limbe Court on 23 June 2026. For whatever reason, the Limbe Proceedings were further adjourned to 21 July 2026.[9]In Mr Sebastian Kokelaar KC’s skeleton argument on behalf of SONARA for this hearing, for the first time SONARA stated that it intends to file a notice of discontinuance in the Limbe Proceedings. SONARA also apparently intends to bring proceedings in this court for the recovery of the sum paid out on the LoC and damages, founded on the quality issue. Mr Kokelaar KC accepted on behalf of SONARA that such a dispute can only be brought in this court.[10]Having seen that concession in Mr Kokelaar KC’s skeleton argument, I did wonder whether the parties were now really only arguing over costs. But Mr Henry Ellis on behalf of Trafigura said that, while these most recent developments were welcome, with SONARA recognising that the Limbe Proceedings needed to be withdrawn and any dispute over the Sale Contract to be resolved only in this court, there is still a need for the ASI, as the Limbe Proceedings had not yet been withdrawn and because of a certain level of distrust that had built up between the parties because of these recent events. Mr Kokelaar KC was maintaining that not only is an ASI unnecessary and should not be granted but also that it should never have been granted in the first place because Trafigura could not show, to a high probability, that the Limbe Proceedings were in breach of the exclusive jurisdiction agreements.[11]I therefore need to determine the issues that are in dispute, in particular whether the Limbe Proceedings were begun and continued in breach of clause 23G of the Sale Contract. Background[12]By the Sale Contract, Trafigura agreed to sell to SONARA 35,000MT (+/-5% at seller's option) of gasoil and 20,000MT (+/-5% at seller's option) of gasoline. The dispute only concerns the gasoline cargo. The gasoil was delivered and paid for without incident.[13]The Sale Contract required 50% of each cargo to be paid by letter of credit and 50% on an open account basis and provided at clause 11 inter alia:
“Letter of Credit Terms: The Irrevocable & workable LC(s) must be opened prior to each cargo discharging (s) and, in any case, prior start of each discharge operation(s). For payment by Letter of Credit, Buyer’s payment shall be made in EUR without any deduction, withholding, offset or counterclaim whatsoever by means of a fully workable irrevocable documentary letter of credit issued or confirmed by a first class bank acceptable to the Seller and in a form acceptable to Seller, to the Seller’s nominated bank. Such Letter of Credit must be received prior to the Vessel’s arrival at Discharge Terminal. The LC(s) shall remain in full force until the Seller has received full and final payment of all amounts due under this Contract. The Buyer shall, at its own cost, ensure that the LC is amended, renewed or extended as may be required to maintain its validity and coverage until final payment is made, including upon Seller’s reasonable request or when circumstances so require. All bank charges, fees, commissions, and other related costs, including without limitation those arising from the issuance, confirmation, reimbursement, or transfer of funds under this Contract, shall be for the Buyer’s account. All other charges are for the Seller. Payment under the LC shall be made in EUR, net of any deduction, withholding, set-off, or counterclaim, against presentation of contractual documents (as defined below) in accordance with UCP 600. Contractual documents: A. The Seller’s commercial invoice (email or fax acceptable). B. The photocopy of Bill of Lading to be accepted as presented. C. Email copy of Certificate of Origin showing the country of origin of the product to be accepted as presented. D. Certificate of quality and / or the independent inspector’s quality report at the discharge port (email or fax acceptable). E. Certificate of quantity and/or the independent inspector’s quantity report at the discharge port (email or fax acceptable). If any or all of the documents are not available at the time of presentation, the Seller shall present and the Buyer shall pay against: A. The Sellers’ commercial invoice (email or fax acceptable) B. The photocopy of Bill of Lading to be accepted as presented. C. The Seller’s warranty of title (email or fax acceptable) in the following format…”

Contractual documents:

[14]By clause 16, the Sale Contract provided for recovery of demurrage “via LC Channel”. Clause 18 provided that the inspection at the discharge port would be carried out by HYDRAC, an inspector appointed by the State of Cameroon, and that “the quality and quantity determined…by HYDRAC shall be final and serve as the basis for invoicing, except in cases of manifest error…”. The required specifications for the cargo were set out at Appendix 1 to the Sale Contract.[15]Clause 23F provided that the Sale Contract is governed by English law. Clause 23G of the Sale Contract is the crucial exclusive jurisdiction clause. It states as follows:
“Any dispute or claim arising out of or in connection with this Agreement, including any question in relation to its existence, validity or termination and any non-contractual disputes or claims, shall be submitted to the exclusive jurisdiction of the High Court in London. Neither party shall be precluded from pursuing arrest, attachment and/or other conservatory, interlocutory or interim actions in any court or exercising any contractual rights in relation to the Product or Vessel provided for elsewhere in the Agreement.”
[16]The Sale Contract incorporated the BP Oil International Limited General Terms and Conditions for Sales and Purchases of Crude Oil and Petroleum Products (2015 edition) as amended by the Trafigura Amendments 2019 (“BPGTCs”).[17]On 28 November 2025, pursuant to its payment obligations under the Sale Contract, the LoC was opened by SONARA in favour of Trafigura for a maximum amount of EUR 6,492,254.79 +/-5%. The LoC issuing bank was BGFI Bank Cameroun SA (“BGFI”) and the confirming bank was Afrexim. The LoC was widely worded and permitted Trafigura “TO CLAIM FOR DEMURRAGE AND/OR INTEREST AND/OR AND ANY OTHER AMOUNT OWED BY THE BUYER OR ITS AFFILIATES TO THE SELLER OR ITS AFFILIATES ON ANY ACCOUNT WHATSOEVER UNDER THE L/C…”[18]The LoC was also governed by English law and contained an exclusive jurisdiction clause in favour of the High Court in London, worded as follows:
“THE CONSTRUCTION, VALIDITY AND PERFORMANCE OF THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW. THIS LETTER OF CREDIT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE HIGH COURT OF JUSTICE SITTING IN LONDON, ENGLAND AND THE PARTIES SUBMIT TO THE JURISDICTION OF SUCH COURT WITHOUT RECOURSE TO ARBITRATION”
[19]The LoC also provided: “UNLESS OTHERWISE STATED THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS (2007) REVISION OF THE INTERNATIONAL CHAMBER OF COMMERCE”.[20]On 28 November 2025, the vessel carrying the gasoline, the MT SEAVICTORY (the “Vessel”), arrived off Cap Limboh, Cameroon and tendered notice of readiness.[21]On 29 November 2025, the first sampling of the cargo was performed. The results stated the cargo was off-specification for Research Octane Number (“RON”) and Gum Specification (“GUM”). Trafigura requested that there be a second sampling.[22]On 2 December 2025, SONARA informed Trafigura that in the light of the first results, it “will be obliged to cancel the letter of credit issued for this purpose”.[23]Pursuant to Trafigura’s request, a second sample was taken. Tests of this sample showed the cargo to be off specification for GUM, but on specification for RON. Trafigura again contested the results and asked for a third sampling.[24]On 3 December 2025, SONARA informed Trafigura that it considered that because of the non-conformity of the cargo, the Vessel’s berthing had been cancelled.[25]On 6 December 2025, a third sampling was performed and the cargo was this time found to be compliant with the Sale Contract specification. A certificate of quality was issued by HYDRAC dated 7 December 2025.[26]Over 15-16 December 2025, there was further sampling together with a colour test undertaken by HYDRAC on behalf of SONARA. On 17 December 2025 SONARA wrote to Trafigura alleging that the cargo was non-compliant and could not be accepted and requested that the Vessel vacate its berth. There followed a series of exchanges between the parties regarding the colour of the cargo.[27]On 19 December 2025, additional sampling was carried out and those samples were sent to the SONARA laboratory for further analysis. SONARA claimed that the cargo had changed colour in contact with the sun and formed residue over time. Trafigura did not accept those test results and requested further testing.[28]On 20 December 2025, the Vessel was forced to vacate its berth.[29]On 24 December 2025 a letter was issued by SONARA purporting to reject the cargo on quality grounds and indicating that it would cancel the LoC, despite it being irrevocable.[30]On 6 January 2026, and unbeknownst to Trafigura, SONARA took initial steps to try to cancel or suspend the LoC based on the rejection of the cargo on quality grounds. SONARA wrote to BGFI, the issuing bank asking for:• “the suspension of the effects of the said letter of credit until further notice; and• the extension of the above-mentioned Letter of Credit for an additional period of thirty (30) days from its current expiry date.”[31]On 13 January 2026, Trafigura’s solicitors, HFW, wrote to SONARA disputing that the gasoline did not comply with the specifications in the Sale Contract and rejecting SONARA’s refusal to accept the cargo. The letter made clear that Trafigura was suffering heavy losses, both in relation to the price of the cargo and in demurrage. HFW proposed “as a final attempt at commercial resolution, to send samples to an international laboratory to resolve the issue of the alleged colouring problems with the cargo”. There was no response to this letter from SONARA.[32]Instead, and again unbeknownst to Trafigura, there was a response from BGFI dated 30 January 2026 to SONARA’s request to suspend the LoC indefinitely and extend its validity. BGFI agreed to the extension request, but not to suspend the LoC, because of its obligation to comply with the terms of the LoC. It stated:
“In other words, in the event that compliant documents are presented as described above, the Bank would be obliged to settle the Letter of Credit, unless evidence is produced demonstrating that legal proceedings have been brought by way of challenge exempting the Bank from payment.”
[33]On 4 February 2026, SONARA began the Limbe Proceedings by filing an application in the Limbe Court seeking an order requiring BGFI “to suspend payment to [Trafigura] until [BGFI] receive a notice of confirmation of product efficiency from [SONARA] and [Trafigura] produced by an International Laboratory as proposed by [Trafigura].” SONARA also sought “any other orders that the Honourable Court may deem fit to make in these circumstances”. Mr Kokelaar KC said that the reference to the Trafigura proposal was to that contained in HFW’s letter of 6 January 2026. The proceedings were not served on Trafigura until 3 March 2026.[34]In the meantime, there were further efforts to resolve the underlying dispute under the Sale Contract. These included a meeting on 13 February 2026, attended by the Cameroonian Minister of Water and Energy, following which Trafigura’s solicitors recorded an agreement that the parties would jointly instruct an international laboratory to test the gasoline’s conformity. Further testing was carried out, but the parties disagreed as to sampling methodology and the results remained disputed.[35]On 26 February 2026, HFW, on behalf of Trafigura, wrote to SONARA alleging that it was in repudiatory breach of the Sale Contract by refusing to take delivery of the gasoline and purporting to accept that repudiation to bring the Sale Contract to an end. HFW’s letter made clear that Trafigura would resell the gasoline and that it would bring proceedings in the High Court in London against SONARA for all resulting losses, including any loss on the market price and demurrage which had accrued since the Vessel’s arrival in Limbe.[36]On 6 March 2026, Trafigura presented SONARA with invoices for damages of €4,266,775.12, and demurrage of €3,196,545.49 said to arise under the Sale Contract. These were rejected by SONARA.[37]Trafigura subsequently presented documents in support of those claims via UBS to Afrexim under the LoC on 7 and 17 March 2026. Afrexim initially rejected the presentation, raising certain documentary discrepancies. However, as referred to above, on 9 April 2026, Afrexim made payment to Trafigura of €6,492,254.79 being the maximum value of the LoC. Trafigura says that this payment still left it with a loss of c.USD 650,000.[38]On 17 March 2026, there was a hearing in the Limbe Proceedings and Trafigura raised a jurisdictional objection on the basis of the exclusive jurisdiction clauses. That hearing was adjourned to 24 March 2026 and then to the next day, 25 March 2026, when the judge decided that Trafigura’s objection was premature and directed it to be heard alongside SONARA’s application on 2 April 2026. This was what precipitated Trafigura’s application for the ASI on 1 April 2026, as explained above.[39]Despite the ASI Order, SONARA’s lawyers appeared before the Limbe Court on 2 April 2026 and opposed Trafigura’s application for a stay of the proceedings, pending an appeal against the rejection of its jurisdiction challenge. SONARA says that it had not had time to notify its Cameroonian lawyers of the ASI Order prior to the hearing. It does seem as though, for whatever reason, the Limbe Court was unaware of the ASI Order. Nevertheless, the Limbe Court adjourned the matter to 28 April 2026 so that the parties could deal with SONARA’s application substantively.[40]SONARA appointed Fladgate LLP as their solicitors and following correspondence between the parties about the effect of the ASI Order, SONARA’s counsel in Cameroon wrote to the Limbe Court on 7 April 2026 asking for a “longish adjournment” so that the ASI proceedings could be determined first.[41]There was then the payment under the LoC and SONARA’s refusal to withdraw the Limbe Proceedings. Because SONARA wished to defend the ASI proceedings, the parties agreed to adjourn the return date and for there to be directions for evidence in relation to Trafigura’s application.[42]On 28 April 2026, the Limbe Court adjourned the matter to 26 May 2026, and then again on that date, to 23 June 2026. It thereby rejected SONARA’s written request on 7 April 2026 to adjourn them indefinitely.[43]I referred above to some controversy about what happened at the hearing on 23 June 2026. In Ms Caroline West’s fourth witness statement dated 29 June 2026 on behalf of Trafigura (Ms West is the solicitor at HFW with conduct of this matter) she exhibited a report from Trafigura’s Cameroonian lawyer, Mr Jean Jacques Nouyadjam Tchokossi, as to the hearing on 23 June 2026. That report stated clearly that SONARA’s counsel asked the Limbe Court to proceed with the substantive arguments on its application. Trafigura opposed that application and the Limbe Court ended up adjourning the matter until 21 July 2026. Trafigura argued that SONARA was in breach of the ASI Order in asking the Limbe Court to hear substantive arguments on its application.[44]The day before this hearing, SONARA filed a witness statement from Mr Timi Balogun dated 8 July 2026 (Mr Balogun is a partner at Fladgate with conduct of this matter). This was more than a week after Ms West’s fourth witness statement. In his witness statement Mr Balogun stated that he had spoken to “the lawyer at Ebai Law Firm that attended the June Hearing on behalf of [SONARA].” He did not identify that lawyer; nor exhibit any sort of report of the hearing. Extraordinarily, he said that he was told that the hearing was not attended by any counsel for Trafigura and that there were only counsel representing SONARA and BGFI. He went on to say that BGFI had applied to adjourn the hearing on the basis that there was no one appearing for Trafigura. SONARA did not oppose the application and therefore the Limbe Court agreed to adjourn the matter. Mr Balogun then stated that in any event SONARA had filed a “Notice of Discontinuance with the Limbe Court dated 9 July 2026”.[45]Ms West put in a further witness statement challenging Mr Balogun’s evidence as to the 23 June 2026 hearing and referring back to Mr Tchokossi’s report of it. She also confirmed that the Notice of Discontinuance is merely a request for discontinuance that would have to be considered by the Limbe Court. That is not disputed by Mr Kokelaar KC.[46]It probably does not matter much to the issues on the applications before me, but SONARA’s approach has been, in my view, somewhat concerning as exemplified by its evidence in relation to the 23 June 2026 hearing. Mr Kokelaar KC submitted, on instructions, that Mr Balogun had spoken to the unnamed lawyer while she was away from the office. I think that was meant as an explanation for why she might have remembered wrongly as to who was actually attending the hearing. But Mr Balogun had had Ms West’s evidence for over a week and he had seen the contemporaneous report from Mr Tchokossi. If SONARA wanted to contest that account of what happened, it should have got a similar report from its Cameroonian lawyers, instead of putting forward an oral recollection from an unnamed lawyer while not in the office as to what happened at a hearing two weeks earlier. Needless to say, I prefer the report of Mr Tchokossi to that provided by Mr Balogun. It means that SONARA was attempting to have substantive argument on its application in the Limbe Court, despite the continued existence of the ASI Order and its belated recognition that it could not maintain the Limbe Proceedings after there had been payment under the LoC. ASI relief – the applicable principles[47]There was no real dispute between the parties as to the applicable principles for the grant of an ASI. These were helpfully set out by Cockerill J, as she then was, in Times Trading Corp v National Bank of Fujairah [2020] Bus LR 1752 (“Times Trading”) at [38] (this was an arbitration agreement case but the same principles apply to exclusive jurisdiction clauses – see Catlin Syndicate Limited v AMEC Foster Wheeler USA Corporation [2020] EWHC 2530 (Comm), Jacobs J):
“(i) The court has the power to grant an interim injunction "in all cases in which it appears to the court to be just and convenient to do so": s. 37(1) of the Senior Courts Act 1981 ("SCA 1981"). "Any such order may be made either unconditionally or on such terms and conditions as the court thinks just": section 37(2). (ii) The touchstone is what the ends of justice require: Emmott v Michael Wilson & Partners Ltd [2018] 2 ALL ER (Comm) 737, para 36, per Sir Terence Etherton MR. (iii) The court has jurisdiction under s.37(1) of SCA 1981 to restrain foreign proceedings when brought or threatened to be brought in breach of a binding agreement to refer disputes to arbitration: AESUst-Kamenogorsk Hydropower Plant LLP v Kamenogorsk Hydropower Plant JSC [2013] Bus LR 1357. (iv) The jurisdiction to grant an anti-suit injunction must be exercised with caution: Société Nationale Industrielle Aérospatiale v Lee Kui Jak [1987] AC 871 , 892E per Lord Goff of Chieveley. (v) As to the meaning of "caution" in this context, it has been described thus in Aggeliki Charis Cia Maritima SA v Pagnan SpA (The Angelic Grace) [1995] 1 Lloyds Rep 87, 92, per Leggatt LJ: "The exercise of caution does not involve that the court refrains from taking the action sought, but merely that it does not do so except with circumspection." (vi) The claimant must therefore demonstrate such a negative right not to be sued. The standard of proof is "a high degree of probability that there is an arbitration agreement which governs the dispute in question": Emmott para 39. The test of high degree of probability is one of long standing and boasts an impeccable pedigree going back to Colman J in Bankers Trust Co v PT Mayora Indah (unreported) 20 January 1999 and American International Specialty Lines Insurance Co v Abbott Laboratories [2003] 1 Lloyd’s Rep 267 and has been recently affirmed on the high authority of Christopher Clarke LJ in Ecobank Transnational Inc v Tanoh [2016] 1 WLR 2231, 2250. (vii) The court will ordinarily exercise its discretion to restrain the pursuit of proceedings brought in breach of an arbitration clause unless the defendant can show strong reasons to refuse the relief: The Angelic Grace; The Jay Bola [1997] 2 Lloyd’s Rep 279, 286,per Hobhouse LJ. (viii) The defendant bears the burden of proving that there are strong reasons to refuse the relief: Donohue v Armco Inc [2002] 1 All ER 749, paras 24-25, per Lord Bingham of Cornhill.”
[48]An ASI may also be granted in what are sometimes referred to as “quasi-contractual” cases where the respondent may not be fully a party to and bound by the contractual forum clause, but should nevertheless be required to comply with it as if it were. Cockerill J dealt with this in Times Trading where she identified two such categories:(i) the “derived rights” category where the respondent is not a direct party to the relevant contract but is effectively standing in the shoes of a party, such as an insurer exercising rights of subrogation, or an assignee of the benefit of a contract; and(ii) the “inconsistent contractual claims” category in which the respondent is seeking to make a claim under the contract, the validity of which is challenged by the applicant for an ASI, and where the respondent acts in breach of the arbitration agreement or exclusive jurisdiction clause. In both such categories, Cockerill J held in Times Trading, an ASI could be granted.[49]It seems to me that the common thread between the two categories is that the respondent cannot take the benefit of the contract without also accepting the burden of the arbitration agreement or exclusive jurisdiction clause. The parties to the contract have agreed that any disputes would be determined in a particular forum, and that mutual obligation is enforceable against any other person who seeks to enforce any other terms of the contract. Therefore the approach taken in The Angelic Grace applies by analogy to these quasi-contractual categories, meaning that the court will ordinarily grant an ASI unless the respondent shows strong reasons for it not to do so. The application for an ASI[50]Trafigura put its case to Robin Knowles J on three bases:(1) That the Limbe Proceedings were a breach of clause 23G of the Sale Contract and its case therefore falls wholly within the contractual context;(2) On the quasi-contractual basis that Trafigura can enforce the exclusive jurisdiction clause in the LoC, despite SONARA not being a direct party to the LoC;(3) That the Limbe Proceedings are otherwise vexatious and oppressive and should be restrained.[51]It is unclear which one or more alternative bases Robin Knowles J relied on in granting the ASI Order because he did not deliver a judgment. But he was clearly satisfied that Trafigura had established to a high probability that the Limbe Proceedings were a breach of the exclusive jurisdiction clause(s). Mr Ellis put forward the same three grounds for continuing the ASI; alternatively in support of a final mandatory ASI.[52]Mr Kokelaar KC submitted that none of the three grounds provided a proper basis for the grant of an ASI. In relation to clause 23G, he said that the Limbe Proceedings fell within the exception in that they were “conservatory, interlocutory or interim” in nature. He maintained that SONARA has never sought for the Limbe Court to rule on the underlying quality dispute under the Sale Contract which he accepts has to be litigated in this court. He said that SONARA would soon be issuing proceedings to do just that.[53]As to the other two grounds, Mr Kokelaar KC submitted that the quasi-contractual analysis did not work as SONARA is not claiming under the LoC in the Limbe Proceedings; nor can it be prevented from pursuing the Limbe Proceedings by the exclusive jurisdiction clause in the LoC if it is right on the first ground and it is permitted under clause 23G to bring the Limbe Proceedings. As to vexation and oppression, he submitted that it was Trafigura which was acting as such in subverting the jurisdictional regime in applying for the ASI. This is obviously dependent on SONARA being correct on the first two grounds.[54]Mr Kokelaar KC has also suggested that, even if there was a proper basis for the grant of the ASI Order at the time, there was now no good reason to continue it as Trafigura has been paid and the Limbe Proceedings have become redundant and will shortly be withdrawn. The underlying dispute as to quality will be resolved through proceedings in the High Court in England and SONARA intends to issue such proceedings shortly. Mr Ellis’s response to this latter point was that SONARA has shown that it cannot be trusted to act in accordance with the contract or the ASI Order, that the Limbe Proceedings have not actually been withdrawn yet and therefore there should be an ASI in place to ensure that the Limbe Proceedings are withdrawn and/or any other new proceedings are not commenced.[55]I will take the three main grounds in turn, although the core issue, it seems to me, is the first ground and whether this was a breach of clause 23G. If Trafigura is correct on that, then the other two grounds become less important. (1) Clause 23G of the Sale Contract[56]As Mr Kokelaar KC rightly emphasised, it is irrelevant that the Limbe Proceedings might have been misconceived or that, if such an application to suspend payment under the LoC had been brought in this court, it could not have succeeded. The issue is whether, because of the nature of the Limbe Proceedings, the High Court in England has exclusive jurisdiction to determine them because of clause 23G. I will consider below the nature of the Limbe Proceedings. But first I will look at the construction of clause 23G.[57]There was a debate between the parties as to whether the burden is on Trafigura to show that the exception in clause 23G does not apply, or whether, as it is an exception that SONARA is relying on, it is for it to show that the Limbe Proceedings are within the exception. No authority was cited either way and I do not think it is necessary to decide this. It is for Trafigura to show to a high probability that the Limbe Proceedings have been brought in breach of the exclusive jurisdiction clause. That necessarily involves consideration of the exception in clause 23G as the parties are agreed that the underlying quality dispute is certainly “a dispute or claim arising out of or in connection with” the Sale Contract.[58]For convenience I set out again the wording of the exception in clause 23G:
“Neither party shall be precluded from pursuing arrest, attachment and/or other conservatory, interlocutory or interim actions in any court or exercising any contractual rights in relation to the Product or Vessel provided for elsewhere in the Agreement.”
[59]Mr Ellis submitted that the exception is confined to either party to the Sale Contract taking security or protective measures in another jurisdiction, ancillary to the substantive dispute under the Sale Contract. The words “arrest” and “attachment” are paradigm security measures; and Mr Ellis argued that the words following are ejusdem generis and extend only to similar such measures.[60]Mr Ellis took me to the decision of Foxton J, as he then was, in Aquavita International SA v Indagro [2023] 1 Lloyd’s Rep 61 at [18] where there was reference to Thomas Raphael QC’s book: The Anti-Suit Injunction (2008) at [7.43]. Foxton J said:
“It has long been established that proceedings which are brought elsewhere than the agreed forum (a “non-contractual forum”) for the purposes of security for a claim to be advanced in the agreed form will not generally be made the subject of anti-suit injunctive relief by the English Court”
. Foxton J then continued to refer to cases in which there were applications in non-contractual forums for the arrest of a ship or for a freezing or proprietary order. As the non-contractual forum is not seized of the underlying contractual dispute, but only making protective orders in aid of the substantive proceedings and where such orders are likely to be effective, the obtaining of such relief is not considered a breach of the exclusive jurisdiction clause, or at least not sufficient to justify an ASI being granted. (See also RSM Production Corporation v Gaz du Cameroun SA [2023] EWHC 2820 (Comm), Butcher J at [22] to [23].)[61]Mr Ellis therefore submitted that clause 23G was merely making express what would otherwise be the case, that interim protective relief in support of the substantive claim could be brought elsewhere than this court. But an application to suspend payment under the LoC was not, he said, within that exception, as it is not for the purpose of obtaining security for the claim to be advanced in the agreed forum.[62]Mr Ellis also submitted that clause 23G cannot permit an action in a foreign court seeking to suspend payment under the LoC. That is because otherwise the whole fundamental basis for the autonomy of letters of credit in international commerce would be undermined. Under the Sale Contract, SONARA was obliged to provide the irrevocable LoC so that payment would be made “without any deduction, withholding, offset or counterclaim whatsoever.” That encapsulates the overarching principle of the law of international trade that documentary credits are autonomous and insulated from disputes that may arise on the underlying contract. The central concept is that of “pay now, argue later”, whereby the risk on the underlying contract is shifted from the seller to the buyer and that will have been a commercial decision by the buyer that will not be revisited by the courts. Therefore the exception in clause 23G could not extend to allowing SONARA, the buyer, to apply for injunctive relief in a foreign court to interfere with the agreed payment mechanism and allocation of risk under the Sale Contract.[63]Mr Kokelaar KC’s response to this was to focus on the words of the exception, particularly “other conservatory, interlocutory or interim orders” which he submitted were wide enough to apply to any, as he put it, “interim protective relief” in relation to a substantive claim to be brought in this court. He said that the reliance by Mr Ellis on the ejusdem generis principle was misplaced, as was the suggestion that the autonomy of letters of credit is relevant to the construction of clause 23G. While accepting the principles set out by Foxton J in Aquavita,Mr Kokelaar KC submitted that that meant that clause 23G added nothing to the exception that existed anyway. He also referred to Andrew Baker J’s decision in SRS Middle East FZE v Chemie Tech DMCC [2020] EWHC 2904 (Comm) as demonstrating that there is a wider exception. But, as Mr Ellis pointed out, that case is a bit of an outlier as it was concerned with proceedings against a third-party performance guarantor and, in any event, Andrew Baker J did ultimately grant the ASI.[64]It seems to me that clause 23G has to be construed in context and by reference to what would be the position if there was not the express exception. It is certainly plausible that the parties intended to make express what the effect of the exclusive jurisdiction clause would be without the exception. Even Mr Kokelaar KC seemed to accept that it could not just be any interim step taken by SONARA that would be within the exception – it would have to be “interim protective relief” which suggests that it is to protect SONARA’s position in relation to the underlying dispute being litigated in this court. Applying to suspend the payment under the LoC would not be such a protective measure as its only effect is to subvert the agreed allocation of risk in the Sale Contract.[65]In my judgment, that context means that the ejusdem generis principle is likely to be applicable as an aid to construction, because otherwise the apparently tautological words “interlocutory or interim” would be too wide, potentially incorporating non-protective relief. There is a high probability that the meaning of those words are limited by the prior words which all concern protective measures, such as arrest and attachment, and would all be consistent with the ability of parties to apply for security in a non-contractual forum, ancillary to the substantive claim being litigated in accordance with the exclusive jurisdiction clause.[66]It is important to look at the nature of the Limbe Proceedings. SONARA has portrayed the Limbe Proceedings as very limited in scope and claimed that it was not seeking any determination of the underlying quality dispute. It was merely seeking a temporary suspension of payment while a further testing by a third-party international laboratory could take place. It said that this was replicating what HFW had suggested in its letter of 13 January 2026, even though that letter had never directly been responded to by SONARA. It hoped that the parties would be able to settle their dispute after the test results were known.[67]However, the major flaw in this approach is as to what would happen if this international laboratory found the gasoline to be non-conforming and there was no settlement achieved. Presumably SONARA would want the suspension of the LoC to continue until the underlying dispute is resolved. In other words, the relief obtained in the Limbe Proceedings would have been used to subvert the parties’ bargain under the Sale Contract, by transferring the risk of non-payment back onto Trafigura. The notion of “pay now, argue later” (and to have that argument in the agreed forum) would have been upended if the relief sought in the Limbe Proceedings had been granted. SONARA had been building up to this by threatening to cancel the LoC, even back in December 2025.[68]I do not think that Mr Kokelaar KC is correct to say that this is to confuse whether the application is misconceived and would never have been granted in either England or Cameroon with whether there was jurisdiction under clause 23G to make the application. It cannot have been contemplated, or been the intention of the parties, that clause 23G could be used to make a (hopeless) application that was designed to alter fundamentally the agreed process for payment and litigating any dispute under the Sale Contract. Furthermore, SONARA appears to have been trying to substitute an alternative testing regime under the Sale Contract when the parties had agreed to HYDRAC doing the testing and providing the requisite certificate of conformity. Trafigura believed that it had already obtained that certificate from HYDRAC on 7 December 2025 and that was the end of the matter, at least so far as payment under the LoC was concerned.[69]Looking at the Limbe Proceedings more closely, the following emerges:(1) The Limbe Proceedings were commenced by way of an application rather than a writ of summons. Mr Kokelaar KC submitted, based on SONARA’s in-house Cameroonian lawyer’s evidence, that applications are reserved for interim or interlocutory matters and cannot be used for substantive commercial actions. This was not wholly accepted by Mr Tchokossi on behalf of Trafigura.(2) The application was headed:
“IN THE MATTER OF SECTION 15(B) ON COMMERCIAL COMPANIES OF LAW No: 2006/015 OF 29TH DECEMBER 2006 AS AMENDED AND SUPPLEMENTED BY LAW NO:2011/027 OF 14TH DECEMBER,2011 ON THE JUDICIAL ORGANISATION.”
It is accepted that there is no s.15(B) in that Act. Mr Tchokossi has opined that this was meant to be a reference to s.15(1)(b) which deals with the jurisdiction of the Court of First Instance in civil, commercial and labour matters, indicating that there was an intention to try the underlying dispute. SONARA has suggested that it could have been a reference to s.15(2) which confers jurisdiction on the President of the Courts of First Instance to rule on motions. In any event, even if there was jurisdiction to rule on the underlying dispute, SONARA says that it would not be asking the Limbe Court to do so. It is fairly extraordinary that SONARA has not checked with its lawyers as to which section it was bringing the proceedings under. (3) The application said that it was “predicated based on the facts and laws stated below”, and this included the following:
“4) That, the Applicant and the 1st Respondent entered into a Gasoline Transaction which the Applicant is to serve payment via a Letter of Credit through the 2nd Respondent [the LoC was exhibited] 5) That, it is a prerequisite for the gasoline product to have a Conformity Certificate before the payment is made to the 1st Respondent… … 7) That, the product is not in Conformity… 8) That, the 1st Respondent through Counsel has written to the Applicant for parties to seek the expertise of a mutual International Laboratory to test the conformity of the product for parties to have consensus [the 13 January 2026 HFW letter was exhibited] 9) That, in view of the said missive mentioned supra, Applicant wrote a letter to 2nd Respondent to suspend payment to the 1st Respondent until such a Conformity Report from the International Laboratory is ready. Because the product is defective… 10) That, the suspension of payment by the 2nd Respondent to the 1st Respondent will not cause any hardship since the proposal came from the 1st Respondent. … 12) That, on the contrary, it will cost immense financial loss to the Applicant if payment is made to the 1st Respondent without the Conformity Report from the International Laboratory.” (4) It is clear from this that SONARA was alleging that the product was defective and that that was the reason why it wanted the Limbe Court to suspend payment under the LoC. It now accepts that the quality issue is within the sole province of the English High Court, yet it was there advocating for a new process, outside the Sale Contract, to determine the quality issue. (5) SONARA did not refer to clause 23G; nor did it exhibit the Sale Contract. (The reference to a “Gasoline Transaction” is probably a reference to the Sale Contract.) There was no reference to the fact that the Sale Contract was governed by English law. (6) Even though it now accepts that it is obliged to litigate the quality dispute in this court, there was no indication in the Limbe Proceedings that this was what SONARA intended to do, and that the Limbe Proceedings were merely ancillary to those substantive proposed proceedings in England. Mr Kokelaar KC submitted that the application was based on the balance of convenience and there was reference to the likely harm to the parties if the suspension was or was not granted. That may be so, but the application as drafted does not appear to be so limited in scope. (7) As noted above, the relief sought was not confined to a suspension of payment under the LoC but it included “any other orders that the Honourable Court may deem fit to make in these circumstances”
. Mr Kokelaar KC submitted that this was merely a pleading convention, similar to the “any other relief” prayer often adopted in this court. Coupled with the other matters set out above, I can understand why Trafigura submitted that SONARA could have sought to have the quality issue determined in the Limbe Court. (8) It is also relevant to observe that, if this was purely about suspending payment under the LoC, there would be no good reason to keep the Limbe Proceedings alive after Trafigura was paid under the LoC.[70]I therefore conclude that at least part of the purpose of the Limbe Proceedings was to bypass the exclusive jurisdiction clause in the Sale Contract and to subvert the agreed payment mechanism and risk allocation in it. They were not to obtain security for a substantive dispute to be tried in the High Court in London. They were not, therefore, within the proper meaning of the exception in clause 23G of the Sale Contract.[71]Accordingly, Trafigura has shown to the requisite high probability that the Limbe Proceedings were commenced and pursued in breach of clause 23G of the Sale Contract and the making of the ASI Order was fully justified. It also means that, because of the risk that the Limbe Proceedings may not be withdrawn, or any other such proceedings may be commenced, the court should make a final mandatory ASI order against SONARA, as I indicated I would do at the end of the hearing.[72]I do not need to deal with the other grounds for the ASI, but I will state my conclusions shortly on them. (2) The Quasi -Contractual approach[73]I can understand why Trafigura sought to rely, by way of alternative, on the quasi-contractual analysis clearly explained by Cockerill J in Times Trading. She attempted to draw together the two categories of “derived rights” and “inconsistent contractual claims” in the following passage at [73]:
“…what both lines of authority have in common is the same underpinning – that it would be invidious to permit someone who is invoking a contract as the basis for its claim to do so otherwise than in accordance with the jurisdictional regime of that contract, to which they have either themselves agreed or to which they claim some right to enforce.”
[74]Mr Ellis’ argument was that, even though SONARA was not a party to the LoC, it was asking the Limbe Court to adjudicate on whether BGFI was obliged to make payment to Trafigura under the LoC when there is an ongoing quality dispute under the Sale Contract. As the LoC is governed by English law and subject to the exclusive jurisdiction of the English High Court, SONARA would be obliged to litigate that issue in this court.[75]Mr Kokelaar KC’s response to this was that SONARA is not invoking the LoC as the basis of its application to the Limbe Court. Rather it was merely seeking the suspension of the LoC to allow its alternative testing regime proposal to be implemented. Furthermore, he said that this does not fall within either of the two quasi-contractual categories, as SONARA is not claiming any derived rights; nor is it seeking to enforce the terms of a contract the validity of which is denied by Trafigura.[76]In my view, this has to be looked at in context and by reference to the purpose of the Limbe Proceedings. In particular, the relevant context is the underlying quality dispute and the agreed governing law and choice of forum as to where all contractual disputes between the parties should be resolved. Therefore, if, as I have found, the Limbe Proceedings were brought in breach of clause 23G of the Sale Contract, it is most likely that they would also constitute a quasi-contractual breach of the LoC, providing further justification for the imposition of an ASI.[77]However, if I am wrong in relation to clause 23G, and SONARA was permitted under the exception in clause 23G to bring the Limbe Proceedings, I would be with Mr Kokelaar KC in concluding that it would be inappropriate to grant an ASI on this self-standing quasi-contractual ground. On this analysis, SONARA was free, under the contractually agreed jurisdictional regime under the Sale Contract, to bring the Limbe Proceedings and I do not see that SONARA was separately relying on the terms of the LoC in its attempt to suspend payment under it. Its case always tracks back to the underlying quality dispute in relation to the Sale Contract, and that is why the Limbe Proceedings fell foul of clause 23G.[78]Accordingly, if I am wrong on the scope of the exception in clause 23G, I would not have granted an ASI purely on the quasi-contractual basis because I would have been doing so in the face of a contractually binding jurisdictional regime between the parties, i.e. clause 23G, that permitted the bringing of the Limbe Proceedings. (3) Vexatious and Oppressive[79]I have the same view in relation to this ground. If the Limbe Proceedings can be brought within the exception to clause 23G, then it is difficult to see how they can be said to be vexatious and oppressive on the basis that they are being used to outflank the agreed jurisdictional regime. But if they breach that jurisdictional regime, then it could be right to categorise them as being vexatious and oppressive. Conclusion[80]I am therefore satisfied that the ASI Order was properly made. In the circumstances there is no point continuing the interim ASI Order and it is appropriate to replace it with the grant of final ASI relief, as sought in Trafigura’s application dated 17 April 2026. The parties have had over 3 months to put in evidence on this application and there is no prospect of any further material evidence coming to light that would affect this question.[81]It may be that by the time this judgment is handed down the Limbe Proceedings will actually have been discontinued, as envisaged by Mr Balogun’s witness statement dated 8 July 2026, to which he exhibited a purported Notice of Discontinuance, but which was actually a request to the Limbe Court to discontinue. As noted above, Mr Kokelaar KC had submitted that, in the circumstances, ASI relief had become unnecessary. I disagree, and I will make a final order that requires the Limbe Proceedings to be withdrawn.[82]I hope that the parties can agree the terms of an ASI order reflecting my judgment. We discussed at the hearing the over-broad wording of the ASI Order in that it precluded any proceedings relating to the Sale Contract or the LoC from being brought anywhere other than the High Court of England and Wales. This needs to be narrowed to take account of the exception in clause 23G of the Sale Contract permitting interim security relief being sought in another jurisdiction in aid of substantive proceedings in this court.[83]That leaves the question of costs, which Trafigura seeks on an indemnity basis. I have not heard argument on that. If there is no agreement between the parties in relation to costs, then I will decide the matter on paper, including my summary assessment of those costs. The parties are limited to 2 pages each for their costs submissions following this judgment.