“I do not bring this claim lightly. Litigation was never my intention. It is costly, exhausting, and deeply uncertain. But when the choice is between fighting and folding—and when livelihoods—not just balance sheets—are at stake—there comes a point where silence becomes complicity. … I am not here because we are the only company to be mistreated. I am here because, perhaps, we are the only one left that is willing—or able—to say so.”
“All disputes arising in connection with service agreement which the parties cannot settle mutually shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the rules. Whatever both parties deem necessary and are not described in this agreement, it shall be subject to discussions between both parties as and when.”
“This individual has never held any corporate or representative role within Orange Transgroup Ltd. To the best of the Claimant’s knowledge, he was a sales contact based in mainland China, with no UK employment or legal status permitting him to act for the company.”
“9 Stay of legal proceedings. (1) A party to an arbitration agreement against whom legal proceedings are brought (whether by way of claim or counterclaim) in respect of a matter which under the agreement is to be referred to arbitration may (upon notice to the other parties to the proceedings) apply to the court in which the proceedings have been brought to stay the proceedings so far as they concern that matter. (2) An application may be made notwithstanding that the matter is to be referred to arbitration only after the exhaustion of other dispute resolution procedures. (3) An application may not be made by a person before taking the appropriate procedural step (if any) to acknowledge the legal proceedings against him or after he has taken any step in those proceedings to answer the substantive claim. (4) On an application under this section the court shall grant a stay unless satisfied that the arbitration agreement is null and void, inoperative, or incapable of being performed. (5) If the court refuses to stay the legal proceedings, any provision that an award is a condition precedent to the bringing of legal proceedings in respect of any matter is of no effect in relation to those proceedings.” (1) A party to an arbitration agreement against whom legal proceedings are brought (whether by way of claim or counterclaim) in respect of a matter which under the agreement is to be referred to arbitration may (upon notice to the other parties to the proceedings) apply to the court in which the proceedings have been brought to stay the proceedings so far as they concern that matter. (2) An application may be made notwithstanding that the matter is to be referred to arbitration only after the exhaustion of other dispute resolution procedures. (3) An application may not be made by a person before taking the appropriate procedural step (if any) to acknowledge the legal proceedings against him or after he has taken any step in those proceedings to answer the substantive claim. (4) On an application under this section the court shall grant a stay unless satisfied that the arbitration agreement is null and void, inoperative, or incapable of being performed. (5) If the court refuses to stay the legal proceedings, any provision that an award is a condition precedent to the bringing of legal proceedings in respect of any matter is of no effect in relation to those proceedings.”
“62.3 (2) An application under section 9 of the 1996 Act to stay legal proceedings must be made by application notice to the court dealing with those proceedings. 62.8 (1) An application notice seeking a stay of legal proceedings under section 9 of the 1996 Act must be served on all parties to those proceedings who have given an address for service. (2) A copy of an application notice under paragraph (1) must be served on any other party to the legal proceedings (whether or not he is within the jurisdiction) who has not given an address for service, at – (a) his last known address; or (b) a place where it is likely to come to his attention. (3) Where a question arises as to whether – (a) an arbitration agreement has been concluded; or (b) the dispute which is the subject-matter of the proceedings falls within the terms of such an agreement, the court may decide that question or give directions to enable it to be decided and may order the proceedings to be stayed pending its decision.”
“General power of the court to rectify matters where there has been an error of procedure 3.10 Where there has been an error of procedure such as a failure to comply with a rule or practice direction – (a) the error does not invalidate any step taken in the proceedings unless the court so orders; and (b) the court may make an order to remedy the error.”
“33. Hoddinott lays down that if a Defendant acknowledges service without making an application underCPR 11 (1) for an order declaring that the court has no jurisdiction (or should not exercise its jurisdiction) to try the case, this is taken to be an acceptance of jurisdiction. Whatever one might think of Hoddinott, the decision is binding on us, and like the judge I do not consider that it has been impliedly overruled by Barton. The judge was also right to reject the argument, based on the use of the word “expired” in Barton, that there is an analogy between the expiry of a claim form and the death of a living creature. Plainly in some circumstances an expired claim form can be revived: seeCPR 7.6 (3). 34. I agree with the judge that the failure of the Defendant’s solicitors, when completing the acknowledgment of service form, to tick the box indicating an intention to contest jurisdiction is not fatal to their application for relief. Even if the box had been ticked an application would still have been required to be made within 14 days.CPR 11 (1) does not say that a box on a form must be ticked: it says that an application must be made. As the judge put it, a tick in the box is neither necessary nor sufficient as a basis for challenging jurisdiction. 35. The critical question, therefore, is whether the Defendant’s application of24 January 2020 can, by the use ofCPR 3.10 , be treated as having been made underCPR 11 (1). I do not accept Mr Trotman’s argument that such rectification would offend against the Vinos principle.CPR 11 (1) does not contain clear mandatory wording equivalent to that laid down byCPR 7.6 (3) that a retrospective extension of time may be granted “only if” certain conditions are fulfilled. 36. The failure to make express reference toCPR 11 (1) in the letter of21 January 2020 or the application of24 January 2020 was in my view an error capable of rectification underCPR 3.10 . The three documents - the acknowledgment of service, the covering letter and the application to strike out supported by witness statements – together made the Defendant’s intentions clear. This was in substance an application to stop the case on the grounds that the Claimants had failed to serve the claim form in time. The case is much closer to Steele v Mooney than to Vinos or Hoddinott.”
“57. The principle set out in Hoddinott must, however, now be considered in the light of the recent judgment of the Court of Appeal in Pitalia. In Pitalia the claim form had been served outside the four-month time period specified inCPR r. 7.5 . The defendant had filed an acknowledgement of service, ticking the box indicating that it intended to defend the claim, but not the box which indicated that it intended to contest jurisdiction. The defendant had, however, already written to the claimants indicating that it intended to apply to strike out the claim on the grounds of late service of the claim form, and the cover letter filed with the acknowledgement of service also raised the issue of late service and stated an intention to apply to strike out the claim. Three days after the acknowledgement of service was filed, the defendant filed its application to strike out the claim for non-compliance with r. 7.5. 58. The Court of Appeal considered (at §§34–38) that the failure of the defendant’s solicitors to tick the box on the acknowledgement of service form indicating an intention to contest jurisdiction was not fatal to the strike out application. The critical question was rather whether the strike out application could, by the use of r. 3.10, be treated as having been made under r. 11(1). As to that point, the court held that the failure to make express reference to r. 11(1) in the covering letter accompanying the acknowledgement of service, and in the strike out application itself, was an error capable of rectification under r. 3.10, given that the documents taken together made the defendant’s intentions clear: namely that it was applying to stop the case on the grounds of failure to serve the claim form in time. The failure of those documents to make express reference to r. 11(1) was, the court held, “just the sort of technical error for whichCPR r. 3.10 was designed”.”
“In my judgment the present case is likewise a case in which r. 3.10 can and should be applied. As in Pitalia, the intention to contest jurisdiction was not indicated in the acknowledgement of service, and the strike out application did not specifically refer to r. 11. But the substance of the defendants’ strike out application made clear that their intention was to bring the claim against Pitmans to an end on the grounds (among others) that one or more of the extension of time orders should be set aside, such that the claim was served out of time.”
“This document is submitted in anticipation of the Defendant’s intended challenge underCPR 11.1 , as noted in their Acknowledgment of Service dated27 May 2025 . It outlines the basis for jurisdiction including the UK location of services, damages, contractual conduct, and the Defendant’s UK incorporation.”
“It is therefore appropriate to grant relief so as to correct the defendants’ errors of procedure in not ticking the “dispute jurisdiction” box on the acknowledgement of service form and not expressly raising a r. 11 application in their strike out application.”
“to preserve the integrity of these proceedings and the Court’s jurisdictional inquiry, unless and until this Court has determined, pursuant to the Claimant’s application underCPR 11.5 , whether the Defendant’s claims are subject to any valid and binding arbitration agreement.”
“Due to public interest in transparency and accountability, it is submitted that these matters are more appropriately determined by the Court rather than in private arbitration. In light of these considerations and given that the allegations in the present claim concern potentially fraudulent activity and tax irregularities, it is submitted that the matters raised are of legitimate public interest.”
“[29] Modern examples of the English court granting such injunctions are Republic of Kazakhstan v Istil Group Inc and, in respect of an arbitration outside the jurisdiction, Albon’s case. The authorities indicate that such injunctions will generally only be granted in exceptional circumstances: see Weissfisch v Julius [2006] 2 All ER (Comm) 504 at [33] and Republic of Kazakhstan v Istil Group Inc[2008] 1 Lloyd’s Rep 382 at [48]. [30] This is consistent with the doctrine of Kompetenz-Kompetenz and with the ‘principles of the law of international arbitration agreed under the New York Convention and recognised by this country in the 1996 Act’: see Weissfisch v Julius at [33].”
“[35] In the present case the claimant can establish that the continuation of the arbitration will be a breach of its legal rights. This court has held that the contract was subject to an English exclusive jurisdiction clause and the proceedings brought by the defendant are a clear breach of that contractual agreement. Not only that, but this is a legal right of a nature which the English courts have recognised it is generally appropriate to enforce by way of injunctive relief unless there are ‘strong reasons for not giving effect to the exclusive jurisdiction clause’: see Donohue v Armco Inc[2001] UKHL 64 at [36], [2002] 1 All ER (Comm) 97 at [36], and subsequent authorities summarised by Burton J in Deutsche Bank AG v Sebastian Holdings Inc[2009] EWHC 3069 (Comm) at [14]–[24], [2010] 1 All ER (Comm) 808 at [14]–[24]. [36] This is also a case in which the claimant can establish that it would be vexatious and oppressive to allow the arbitration to continue since this court has already held that there is no arbitration agreement. Allowing the arbitration to continue will therefore not only involve the claimant in duplication of work and needless expense, but it will do so on a jurisdictional basis which this court has already held does not exist. [37] Since this court has already held that there is no arbitration agreement, the reliance sought to be placed by the defendant on the New York Convention is misplaced.”
“7 Separability of arbitration agreement. Unless otherwise agreed by the parties, an arbitration agreement which forms or was intended to form part of another agreement (whether or not in writing) shall not be regarded as invalid, non-existent or ineffective because that other agreement is invalid, or did not come into existence or has become ineffective, and it shall for that purpose be treated as a distinct agreement.”
“17. The principle of separability enacted in section 7 means that the invalidity or rescission of the main contract does not necessarily entail the invalidity or rescission of the arbitration agreement. The arbitration agreement must be treated as a “distinct agreement” and can be void or voidable only on grounds which relate directly to the arbitration agreement. Of course there may be cases in which the ground upon which the main agreement is invalid is identical with the ground upon which the arbitration agreement is invalid. For example, if the main agreement and the arbitration agreement are contained in the same document and one of the parties claims that he never agreed to anything in the document and that his signature was forged, that will be an attack on the validity of the arbitration agreement. But the ground of attack is not that the main agreement was invalid. It is that the signature to the arbitration agreement, as a “distinct agreement”, was forged. Similarly, if a party alleges that someone who purported to sign as agent on his behalf had no authority whatever to conclude any agreement on his behalf, that is an attack on both the main agreement and the arbitration agreement. 18. On the other hand, if (as in this case) the allegation is that the agent exceeded his authority by entering into a main agreement in terms which were not authorised or for improper reasons, that is not necessarily an attack on the arbitration agreement. It would have to be shown that whatever the terms of the main agreement or the reasons for which the agent concluded it, he would have had no authority to enter into an arbitration agreement. Even if the allegation is that there was no concluded agreement (for example, that terms of the main agreement remained to be agreed) that is not necessarily an attack on the arbitration agreement. If the arbitration clause has been agreed, the parties will be presumed to have intended the question of whether there was a concluded main agreement to be decided by arbitration.”
“I find that what he had to say about the approach to a s. 9 application very helpful, and both counsel before us suggested that it provided useful guidance. [Quoting then from 196 of the first instance judgment in Birse.] “Mr Darling for the plaintiff contended that there should be no stay of the proceedings unless the court was satisfied that there was clearly an arbitration agreement. I do not consider that the position is that clear cut. The circumstances of the application must be taken into account. I accept that if it is clear on the evidence that a contract did or did not exist then the court should so decide for it cannot be right either to direct an issue pursuant to O. 73, r. 6(2) or to leave the “dispute” to be determined by an arbitral tribunal. The dominant factors must be the interests of the parties and the avoidance of unnecessary delay or expense. Where the rights and obligations of the parties are clear the court should enforce them. Unless the parties otherwise agrees. 30 of the Arbitration Act 1996 now permits an arbitral tribunal to decide questions of jurisdiction where it might not previously have been competent to do so. It is not mandatory and, contrary to a suggestion made by Mr Palmer, the existence of the power does not mean that a court must always refer a dispute about whether or not an arbitration agreement exists to the tribunal whose competence to do so is itself disputed. The Act does not require a party who maintains that there is no arbitration agreement to have that question decided by an arbitral tribunal. Indeed RSC, O.73, r. 6 in making express provision for a decision as to whether there is an arbitration agreement suggests that normally a court would first have to be satisfied that there is an arbitration agreement before acting under s. 9 (and that a dispute about such a matter falls outside s. 9 ). There will however be cases where it would be right to defer the decision, particularly, for example, if the determination of whether or not a contract was made also embraces the determination of the scope of the contract and its ingredients. In some cases it would be better for the court to act under O. 73, r. 6 ; in other cases it may be appropriate to leave the matter to be decided by an arbitrator. The latter course is likely to be adopted only where the court considers that it is virtually certain that there is an arbitration agreement or if there is only a dispute about the ambit or scope of the arbitration agreement …”
“53. In correspondence Mr Du has denied any knowledge of the SA or the Supplemental Agreement, and has asserted that the signatories on those agreements “have never been authorized by Orange Transgroup Ltd, nor have they ever held positions within our company.”
“13. At paragraphs 9–14 of the Defendant’s Witness Statement (pp. 3–4) Exhibit I, the Defendant relies upon a purported “Service Agreement” dated28 October 2021 (the “SA”), allegedly signed between Shein Distribution UK Limited ('Shein') and Orange Transgroup Ltd ('Orange'). The Defendant seeks to use this document as the contractual foundation for its arbitration stay application and related strike-out arguments. 14. The Claimants categorically deny that [the SA] was ever validly executed by Orange Transgroup Ltd. The signature attributed to Orange on the final page of the SA (Exhibit J, AB1/11) is not that of Mr HaoXiang Du, who has been and remains the sole registered director and legal representative of Orange Transgroup Ltd. This fact is verified in the UK Companies House record. 15. The individual who signed the SA on behalf of Orange is neither named nor identifiable in any supporting resolution, board minute, or authority document. The Defendant has provided no evidence of actual or ostensible authority issued by Mr Du or Orange’s board. In fact, Mr Du has never signed or authorised the execution of the SA at any time. 16. This absence of authority renders the SA legally unenforceable.”
“[Orange] oversees strategic investment and management decisions, while [IT Way] functions as the licensed customs entity responsible for executing logistics operations…Both entities act as a single commercial unit in dealings with [Shein], under the direction of shared officers and unified business planning.”
“Apparent or ostensible authority, on the other hand, describes a relationship between the principal and a contractor which arises from a representation made by the principal to the contractor that an agent has authority to enter on behalf of the principal into a contract within the scope of that apparent authority. The representation, if acted upon by the contractor, by entering into a contract with the agent, creates an estoppel, preventing the principal from asserting that he is not bound by the obligations which the contract imposes on him: Freeman & Lockyer, at p 503 per Diplock LJ. For the estoppel to operate the representation must be one upon which the contractor could and did reasonably rely. The doctrine protects a contractor who is entitled to assume that the person with whom he is dealing has the authority which he appears to have. But the principle cannot be relied upon by a contractor who is put on inquiry, by which we mean that the contractor fails to make the inquiries that a reasonable person would have made in all the circumstances to verify that the person with whom he is dealing does indeed have authority: East Asia Co Ltd v PT Satria Tirtatama Energindo[2020] 2 All ER 294 (“PT Satria”) , paras 92 and 93.”
“The representation which creates ostensible authority may take a variety of forms; but the most common is a representation by conduct, by permitting the agent to act in some way in the conduct of the principal’s business with other persons, and thereby representing that the agent has the authority which an agent so acting in the conduct of his principal’s business usually has.”
“I agree with Waller LJ that it would be a rare case in which it could be appropriate for the court to resolve issues of fact on written evidence alone unless invited to take that course by both parties; although I would not rule out the possibility that such a case might arise. I agree, also, that the court must be entitled to decline an invitation (although made with the support of both parties) to embark on the task of resolving issues of fact without the advantage of oral evidence in a case where it thinks oral evidence is necessary. But, where both parties ask the court to decide the issue in a summary way, the court should, I think, meet that request if it properly can.”
“Parties to serve written submissions on jurisdiction and merits along with relevant supporting documents and any factual witness evidence and (if permitted) expert evidence” submissions on jurisdiction and merits along with relevant supporting documents and any factual witness evidence and (if permitted) expert evidence”
“Parties to notify the Tribunal of the outcome of the High Court hearing and file any further limited submissions, along with relevant supporting documentation, relating to the impact of the outcome of the High Court hearing on these Proceedings” of the outcome of the High Court hearing and file any along with relevant supporting documentation, relating to the impact of the outcome of the High Court hearing on these Proceedings”
“The Claimant [Shein] has expressed the view that this proceeding should be determined following an oral hearing, to give the Tribunal the opportunity to test the submissions that have been made. The Tribunal agrees with that view and shall, in due course, issue further procedural directions dealing with the organisation of the hearing, after consulting with the Parties.”
“Tribunal to proceed to an Award: February [2026] (award issuance - estimated)”
“ …it is contemplated by the Act that it will, in general, be right for the arbitrators to be the first tribunal to consider whether they have jurisdiction to determine the dispute.”
“Any person capable of testifying on the facts of the dispute, including Parties’ officers, employees and representatives, may submit a written witness statement and be called as a witness of fact.”
“But a stay under the inherent jurisdiction may in fact be sensible in a situation where the court cannot be sure of those matters but can see that good sense and litigation management makes it desirable for an arbitrator to consider the whole matter first. If, for example, the court thinks that it would take a trial with oral evidence to decide whether matters the subject of the action were actually within the scope of an arbitration clause, but that it was likely that on detailed inquiry the subject matter of the action will be found to be covered by the arbitration clause; and particularly if an arbitration was bound to take place in relation to some issues between the parties, and where having explored the details necessary to found jurisdiction, it would only be a short step to deciding the real issues, it will often be sensible for the court not to try and resolve that question itself but leave it to the arbitrator.”
“Shein confirms – and would be prepared to formally undertake should the Court so require it – that it would not object to IT Way pursuing claims against it in the arbitration. This is without prejudice to its position that in fact it has never entered into any contract with IT Way (whether by conduct or otherwise), and such claims as IT Way seeks to advance in its own right, are bound to fail.”
“13 In my opinion the construction of an arbitration clause should start from the assumption that the parties, as rational businessmen, are likely to have intended any dispute arising out of the relationship into which they have entered or purported to enter to be decided by the same tribunal. The clause should be construed in accordance with this presumption unless the language makes it clear that certain questions were intended to be excluded from the arbitrator’s jurisdiction. As Longmore LJ remarked, at para 17: ‘if any businessman did want to exclude disputes about the validity of a contract, it would be comparatively easy to say so.’ 14 This appears to be the approach adopted in Germany: see the Decision of27 February 1970 of the Federal Supreme Court of the Federal Republic of Germany (Bundesgerichtshof ) (1970) 6 Arbitration International 79, 85: ‘There is every reason to presume that reasonable parties will wish to have the relationships created by their contract and the claims arising therefrom, irrespective of whether their contract is effective or not, decided by the same tribunal and not by two different tribunals.’” ‘There is every reason to presume that reasonable parties will wish to have the relationships created by their contract and the claims arising therefrom, irrespective of whether their contract is effective or not, decided by the same tribunal and not by two different tribunals.’”
“On3 July 2025 , the Financial Times reported that the Defendant had been fined€40 million by French authorities for misleading consumers through false discounts and exaggerated environmental claims. On24 September 2024 , the BBC quoted the CEO of Superdry, who stated that Shein had been “allowed to dodge tax” in the UK. On7 February 2025 , the Guardian called for an end to regulatory blind spots enabling Shein’s import practices.”
“It is clear from this letter and previous correspondence you have sent to us and our client, that your modus operandi, when faced with legitimate claims and legal arguments, is to make scurrilous threats and accusations against your counterparties in the hope that they will be deflected from the matters that properly need to be addressed, and frightened into submission. We wish to make it abundantly clear that neither Shein, nor this firm, will be distracted by, or make any concessions to, you as a result of the allegations you concoct and the threats you make against them. Your allegations are utterly baseless, Shein has strong grounds on which to challenge jurisdiction, and it has no intention of withdrawing its jurisdiction challenge. Finally, as raised in previous correspondence in response to your threats to make public various unsubstantiated and potentially defamatory allegations against Shein, we note that, should you proceed to do so, Shein reserves the right to pursue an action against OTL/IT Way for defamation and hold them liable for all damages and costs incurred as a result. Yours faithfully Howard Kennedy LLP”