Quinn Emanuel Secures Victory for WEREALIZE.COM and Viva Wallet Directors Against JP Morgan's Multi-Million Euro Suit

Following an expedited trial in the High Court (Commercial Court), WEREALIZE.COM (“WRL”) and four directors (“the Directors”) of Viva Wallet Holdings Software Development Ltd (“Viva”), have successfully obtained anti-suit injunctions to prevent JP Morgan International Finance Limited (“JPM”) from wrongly pursuing a damages claim for €916. 9 million euros against the four directors in Greek proceedings.

JPM is a minority shareholder in the Greek fintech company Viva, with the relationship between JPM and WRL (the majority shareholder) governed by a shareholders' agreement (SHA). The SHA is governed by English law. It also contains an English exclusive jurisdiction clause and a "whole agreement" clause (clause 33) that limits tort liability between parties and their "Representatives" (which includes directors of Viva).

 However, on 2 January 2025, JPM commenced proceedings against the Directors before the Multi-Member Court of First Instance of Athens under Article 919 of the Greek Civil Code for allegedly intentionally causing damage contrary to good morals, seeking €916.9 million in damages.

JPM argued that the Greek Court would not give effect to the liability limitations that JPM had contractually agreed to under clause 33.1 (c) of the SHA, due to certain mandatory Greek law provisions.  

Mr Justice Foxton granted the anti-suit injunctions finding that the Greek proceedings were in breach of an obligation to be implied into clause 33 of the SHA not to bring proceedings in jurisdictions where the "no liability" provision would be ineffective. Following Homburg Houtimport BV v Agrosin Pte Ltd (The Starsin) [2003] UKHL 12, Mr Justice Foxton found that that exclusion clauses do not typically create promises not to sue, but distinguished this case where the clause would be rendered nugatory by foreign proceedings that would not recognise the exclusion.   

This decision marks the third round of the legal battle between JPM and WRL.  Quinn Emanuel represented WRL and the Directors, led by Senior Partner Richard East and Partner Karabeth Ovenden. The Quinn Emanuel team further consisted, of counsel Simon Walsh, and associates, Dominique Le Miere, Jovanna Panayi and Kilian Elkinson.

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