What is the core holding of Enka v Chubb?

If parties choose the law for the main contract but say nothing about the arbitration clause, that chosen law usually governs the arbitration agreement too. If no choice exists, the law of the seat is a strong guide.

Does Rome I directly govern arbitration agreements?

No. Rome I excludes arbitration agreements. English common law fills the gap when working out the law for the arbitration clause.

Why did the English courts grant an anti-suit injunction?

Because the parties had agreed to arbitrate in London. The foreign court case risked undermining that promise, so the injunction protected the arbitration agreement.

What practical step should drafters take after Enka v Chubb?

Always state the governing law of the arbitration agreement expressly, even if the main contract’s law and seat are clear.

Is the law of the seat always decisive?

Not always. It is a powerful indicator when there is no choice expressed or implied, but the main contract’s express law can govern the arbitration clause.

ENKA INSAAT VE SANAYI A.S. V. OOO INSURANCE COMPANY CHUBB

```

Quick Summary

In Enka v Chubb, the UK Supreme Court set a clear method to find the law that governs an arbitration agreement when the contract is silent. If the main contract names a governing law, that law will normally also govern the arbitration clause. If there is no chosen law, the law of the seat (here, London) is a powerful pointer. The Court also confirmed that Rome I does not apply to arbitration agreements, so English common law provides the approach. An anti-suit injunction can protect the agreed arbitration from foreign court cases.

Issues

Do courts use a special method to decide the proper law of an arbitration agreement?
Does the main contract’s chosen law under Rome I matter for the arbitration clause?
Can an English court allow a foreign court to proceed where that proceeding may breach an arbitration agreement?

Rules

Rome I, Article 4: decides the law of the main contract in absence of choice by using the “closest connection” idea.
However, Rome I excludes arbitration agreements. So, the governing law of an arbitration clause is found using English common law methodology.
Common law approach: express choice → implied choice → closest and most real connection (often the seat).

Facts (Timeline)

2014: Chubb (Russia) becomes subrogated to Unipro’s rights after insuring the power plant owner.

2016: Fire damages a power plant in Russia. Enka (a subcontractor engaged via Energoproekt) had helped design and build the plant.

Contract Clause: Disputes go to international arbitration seated in London.

2019: Chubb sues Enka in Russian courts. Enka seeks an anti-suit injunction in England to hold the parties to arbitration.

High Court & Court of Appeal: Commercial Court dismisses; Court of Appeal grants injunction, treating the law of the seat as the default for the arbitration clause.

UKSC (2020): Supreme Court dismisses Chubb’s appeal and sets out the structured test.

Arguments

Appellant (Chubb)

Russian claim should proceed; local law and interests affected by the fire are centred in Russia.
Arbitration clause’s governing law not clearly English; Rome I points to connections outside England.
Anti-suit injunction is discretionary and should not interfere with foreign courts.

Respondent (Enka)

Parties promised London-seated arbitration; court should protect that promise.
If main contract law is chosen, that law usually governs the arbitration clause; otherwise the seat law is the strong indicator.
Anti-suit injunction is needed to stop breach of the arbitration agreement.

Judgment

Appeal dismissed. The Supreme Court confirmed that where parties choose a law for the main contract but do not state the law for the arbitration clause, the chosen law will normally govern the arbitration clause. If there is no such choice, the law of the seat strongly points to the governing law. As Rome I excludes arbitration agreements, the issue is resolved under English common law. The anti-suit injunction was proper to uphold the London arbitration.

Ratio Decidendi

Main-contract law carries across: Expressly chosen law for the contract generally applies to the arbitration clause unless strong reasons show otherwise.
Seat as a strong tie: Without a chosen law, the seat’s law is a powerful indicator for the arbitration clause.
Rome I not applicable: Arbitration agreements sit outside Rome I; common law analysis governs.

Why It Matters

This case gives contract drafters and litigators a predictable roadmap. It reduces satellite disputes about which law governs the arbitration clause and supports the use of anti-suit injunctions to protect agreed arbitration.

Key Takeaways

State the governing law of the arbitration clause expressly.
If silent, expect the main contract’s law or the seat’s law to apply.
Rome I helps with the main contract, not the arbitration clause.
English courts may grant anti-suit injunctions to uphold arbitration.

Mnemonic & 3-Step Hook

Mnemonic: “CMS”

Choice in contract → Maps to clause → if silent, Seat law guides.

3-Step Hook

Check express choice in the main contract.
If none, ask if an implied choice exists.
If still unclear, use the seat’s law.

IRAC Outline

Issue

What law governs the arbitration clause when the contract is silent, and how does Rome I interact?

Rule

Common law test: express choice → implied choice → closest connection (often seat). Rome I does not cover arbitration agreements.

Application

Main contract choice extends to the clause; otherwise London seat points to English law; anti-suit justified to protect arbitration.

Conclusion

Appeal dismissed; injunction upheld; structured approach confirmed.

Glossary

Arbitration Agreement: A clause where parties agree to resolve disputes by arbitration, not in court.
Seat of Arbitration: The legal home of the arbitration; its law often governs key procedure and sometimes the clause.
Anti-Suit Injunction: An order preventing a party from starting or continuing court proceedings that breach an arbitration promise.
Rome I: EU rules for choosing the law of contracts; it excludes arbitration agreements.