Few years after the approval by the Council of Ministers of the draft law “On the development and maintenance of a registry of social enterprises” and its subsequent submission to the competent committee of the House of Representatives under the name “The Social Enterprises Law of 2020”, the long-outstanding proposed bill has passed into the much-awaited law and published to the official gazette of the Republic of Cyprus on 23/12/2020 (“the Social Enterprises Law”).

Prior to outlining the framework reflected in the Social Enterprises Law, it would be an oversight not to refer, even briefly, to the origin of the Social Enterprises Law.

Origin of Social Enterprises Law

As one might expect, the Social Enterprises Law derives its origin from a European action planning and in particular the social business initiative (“SBI”), which was communicated by the Commission to, amongst others, the European Parliament and the Council, aiming in promoting a highly competitive social market economy and innovation, with a view to develop and establish territorial cohesion, sustainable jobs, welcome new initiatives, protect the environment and fight poverty and social exclusion (“the Communication”).

The main objective of a social enterprise, as an operator and dominant element of the social economy, is to have a social impact rather than solely generate and distribute profit to its shareholders. The profits of a social enterprise are used primarily to pursue and achieve goals of social nature and to underpin the social foundations rather than augment the investment and wealth of the shareholder. The management of a social enterprise, whilst being carried out in an open and socially and environmentally responsible and conscious manner, must, in this context, encompass the employees, consumers and all stakeholders that are affected from the commercial activities of the enterprise.

Deriving from the rules of the Treaty on the functioning of the European Union and the case-law of the Court of Justice of the European Union, the term “social enterprise” used by the Commission, embraces the following types of businesses[1]:

1. Those for which the social or societal objective of the “common good” is the reason for the commercial activity, often in the form of a high level of social innovation,
2. those where profits are mainly reinvested with a view to achieving this social objective,
3. and where the method of organisation or ownership system reflects their mission, using democratic or participatory principles or focusing on social justice.

Thus, by way of further elaboration and explanation, the term, as articulated by the European Commission, embraces:

(i)                  businesses providing social services and/or goods and services to vulnerable persons (access to housing, health care, assistance for elderly or disabled persons, inclusion of vulnerable groups, child-care, access to employment and training, dependency management, etc.); and/or

(ii)                businesses with a method of production of goods or services with a social objective (social and professional integration via access to employment for people disadvantaged in particular by insufficient qualifications or social or professional problems leading to exclusion and marginalisation) but whose activity may be outside the realm of the provision of social goods or services.

Examples of Social Enterprises

Reference to some examples of social enterprises, would provide the reader with a better understanding of the notion of the “social enterprise”, as outlined in the European Commission’s Communication:

• In Italy, a medical centre provides high-level specialised assistance, including cultural mediation, particularly in areas poorly served by public services, with a particular emphasis on people in fragile socio-economic situations (such as immigrants).
• In Romania, a company with 5 members of staff and 5 volunteers has been working to provide cultural services in the Romanian language to blind people by adapting media (especially audio books and adapted films) for an estimated 90 000 people.
• In France, a business launched an innovative concept of water-free car washing services, using biodegradable products and employing unqualified or marginalised staff in order to reintegrate them in the labour market.
• In Hungary, a foundation set up a restaurant employing disabled staff (40 employees) and provided training and childcare to ensure the transition to stable employment.
• In the Netherlands, a company teaches reading using innovative digital tools and a method based on play. This method is particularly suitable for hyperactive or autistic children but can also be used for illiterate people and immigrants.
• In Poland, a social cooperative comprising two associations employs long-term unemployed and disabled staff and provides a variety of services: catering and food services, small construction and handicraft jobs and employability training for disadvantaged people.

Cyprus Legal Framework on Social Enterprises

Until very recently, no definition of the term “social enterprise” could be found in either the company law or in any other legislative instrument of Cyprus law and, as a matter of fact, there has been no specific legislative framework governing the establishment, incorporation, constitution, synthesis or operations of social enterprises.

A body corporate having or combining as part of its operations or mission, elements of social nature or texture, would normally take the form either of a company limited by guarantee (incorporated under the Companies Law, Cap. 113), or of an association or foundation under the Associations and Foundations and other Ancillary Matters Law of 2017 (Law 104(I)/2017), or of a cooperative society under the Cooperative Societies Law of 1985 (Law 22/1985).

The eventual incorporation of the Social Enterprises Law in the legislative arsenal of Cyprus after few years of legislative drafting and discussions between the social partners, will definitely serve to the further development and promotion of the social entrepreneurship in Cyprus and has arrived at a very critical juncture, where the social sensitivity and care for the vulnerable groups and the environment is needed more than ever before.

The definition of the “social enterprise” in the Social Enterprises Law is two-fold and it’s distinguished into the social enterprises of:

(i)     general purpose, whose primary object of activity, which must be reflected in its memorandum and articles of association, is the mission to act for the interest and benefit of the society through the promotion of social, cultural and/or environmental actions and, in the context of its activities, invests at least 80% of its profits, after the taxes, for the realization of its foregoing main business purpose;

(ii)   social integration, whose primary object of activity, which must be reflected in its memorandum and articles of association, is the accomplishment of a social mission through the employment in its workforce of disable persons, at the minimum rate of 10%, and of persons belonging to vulnerable groups (as they defined in the Law), at the minimum rate of 30% and, in the context of its activities, invests at least 40% of its profits, after the taxes, for the realization of its foregoing main business purpose.

In addition to the above qualifications, a social enterprise may be registered in the Register of Social Enterprises which, in accordance with the Law, it shall be held by the Commissioner of Cooperative Companies Services, if:

(i)     it provides goods or services on the basis of a business model whereby more than 70% of its revenues emanate from a business activity,

(ii)   it applies predefined procedures and regulations in relation to the distribution of dividends, with a view to safeguard its economic viability;

(iii) it is managed in an entrepreneurial, responsible and transparent manner, especially with the participation of its members, employees and/or customers, accordingly, as well as with other interested parties who are affected by the business activities of the social enterprise;

(iv) it applies remuneration policies and practices, so that the highest remuneration paid to any employee in the company, is no more than four (4) times the remuneration received by the lowest-paid employee of the company.

Pursuant to the Social Enterprises Law, a social enterprise, being a legal entity with corporate personality, may take the form of a private company with limited liability by means of shares or guarantee registered pursuant to the provisions of the Companies Law or of a cooperative society registered under the provisions of the Cooperative Societies Law or of a partnership registered in accordance with the provisions of the Partnerships Law.

Although the Social Enterprises Law already contains the procedure and description of the requisite supportive documents which need to be submitted to the competent authority for the purpose of registering the social enterprise in the Register, no application is currently accepted by the Commissioner for the registration of a social enterprise, pending the approval and passing into law of the draft regulations which are now under the process of public consultation and are expected to be enforced very soon.

EU Commission priority measures and benefits for Social Enterprises

The European Commission in its Social Business Initiative identifies and projects the challenges that the social enterprises are facing, some of which are similarly faced by any SME and some others concern mainly the social enterprises, due to, amongst other factors, the nature of their business model and the low familiarity of the investors with this sector.

In the context of and towards the implementation of the social business initiative (SBI), the European Union, through the Commission, has set and constantly develops measures, policies and incentives in order to tackle these challenges and support the social enterprises and innovation. The policies and measures are briefly outlined below:

1. In order to improve the access and make it easier for social enterprises to obtain funding, the Commission (1) has put forward a European regulatory framework for social investment funds, (2) encourages the development of microcredit in Europe by improving the related legal and institutional framework (Progress Microfinance Facility) and (3) has set up an EU programme for employment and social innovation which, essentially, is an EU financial instrument providing easier access to funding. (4) The EU has also made social enterprises an investment priority of the European Regional Development Fund and the European Social Fund.
2. For increasing the visibility of social entrepreneurship, (5) the Union is developing a comprehensive map and an exhaustive register for social enterprises in Europe, so that the stakeholders to be able to identify the best practices and replicable models and specify the characteristics, business model, economic weight, cross-border growth potential, the tax regime and the legal framework in which they operate etc. (6) The Union also intends to create a public database of labels and certifications applicable to social enterprises in Europe, (7) it helps national and regional governments introduce measures to support, promote and finance social enterprises (the Guide to Social Innovation reflects a relevant attempt) and (8) has created a multilingual information and exchange platform for social entrepreneurs, business incubators and clusters, as well as social investors (Social Innovation Community).
3. In order to make the legal environment friendlier for social enterprises, (9) the Commission works on the simplification of the rules and legal environment for social enterprises, (10) has rendered quality and working conditions more important criteria for the awarding of public procurement contracts, particularly for social and health services and (11) has simplified the rules for awarding public aid to social and local services, an action which benefits many social enterprises.

For detailed information about the foregoing eleven (11) measures, actions and/or initiatives of the Commission in relation to the furtherance of the policies aiming to support and promote the social entrepreneurship may be found in the official website of the European Commission, in the section of the Social Enterprises

[1] Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee for the Regions – Social Business Initiative, Brussels 25.10.2011, COM(2011) 682 final.

  Author: Antonis J. Karitzis

In an era where business relationships and financial affairs are extending over national boundaries, there is a need for global legal collaboration between nations in order to preserve the legal rights of parties. One of the main pillars of global legal collaboration is the ability of a judgment creditor to seek the recognition and enforcement of a judgment issued by a foreign court, in another country’s jurisdiction, ensuring that justice is served.

Although there is no unified system for the enforcement of foreign judgments, Cyprus, as one of the EU’s Member States, has adopted the European Council (EC) Regulations on recognition and enforcement, while, on an international level, has entered into bilateral agreements with several countries and has developed different mechanisms for the recognition and enforcement of foreign judgments, via the enactment of legislation and through common law. The statutory regime that should be applied for the recognition and enforcement of a judgment depends on the facts of each case and mainly on the country where the judgment was issued, as explained below.

I. LEGAL FRAMEWORK FOR RECOGNITION AND ENFORCEMENT OF FOREIGN JUDGMENTS

1. EU Judgments

The Republic of Cyprus is bound by the following EC Regulations, by virtue of which a judgment issued by a Court of any EU Member State (except Denmark) is recognized and has the same legal effect as if it had been issued by a Cyprus Court:

EC Regulation 44/2001 on Jurisdiction and the Recognition and Enforcement of Judgements in Civil and Commercial Matters (“Brussels I”)

Notwithstanding the fact that the EC Regulation 44/2001, known as “Brussels I”, was repealed by Regulation 1215/2012, it continues to apply to, inter alia, judgments given in civil and commercial matters, issued by the Courts of Member States (except Denmark), before 10/01/2015.

For judgments falling under the scope of this Regulation, the judgment creditor, who seeks to obtain a declaration of enforceability within the jurisdiction of the Republic of Cyprus , must apply ex-parte (without notifying the judgment debtor) to the competent Court to issue such order. Once issued, the certificate of enforceability must be served to the judgment debtor, in accordance with the provisions of the Regulation and the latter will have the right to object to the order, within a specified time period. Provided that no appeal is filed against the issue of the Order, the foreign judgment becomes enforceable within the Republic of Cyprus.

• EC Regulation 1215/2012 on Jurisdiction and the Recognition and Enforcement of Judgements in Civil and Commercial Matters (recast)

Under the scope of EC Regulation 1215/2012 falls any judgment issued by a Court of a Member State (except Denmark) after 10/01/2015. The main aim of the above-mentioned Regulation is to facilitate the recognition process by abolishing the intermediate procedure required for the issuance of a declaration of enforceability from the enforcement Court of the Member State. Specifically, Article 36 of the Regulation provides that a judgment given in a Member State, which is enforceable in that Member State, shall be automatically recognized in the other Member State without any special procedure required. Furthermore, Article 39 provides that a judgment given in a Member State, which is enforceable in that Member State, shall be enforceable in the other Member State without any declaration of enforceability being required.

In that respect, the party who wishes to invoke in Cyprus a foreign judgment given by a Court of any Member State shall produce a certificate of enforceability, issued by the Court of origin as well as a copy of the judgment, stamped and sealed, in accordance with the provisions of the Regulation.

As Brussels I, Regulation 1215/2012 applies to any judgment in civil and commercial matters. However, it does not extend to judgments relating to revenues, customs or administrative matters or to the liability of the State, the status or legal capacity of natural persons, matrimonial matters, wills and succession, bankruptcy and social security, as well as arbitral awards.

• EC Regulation 805/2004 – European Enforcement Order

The purpose of the European Enforcement Order, as established under EC Regulation 805/2004, is to enable judgments on uncontested civil and commercial claims, issued by a Court of a Member State (except Denmark) to be automatically recognized and enforced in any other Member State, without the need of any intermediate proceedings.

• EC Regulation No. 861/2007 – European Small Claims Procedure (ESCP)

The ESCP is addressed to civil and commercial disputes across the EU (except Denmark), where the value of the claim does not exceed €5.000. Aiming to facilitate the recognition and enforcement procedure, any decision issued under ESCP is recognized and enforced in other EU countries (except Denmark) without the need for a declaration of enforceability. For more information please visit our relevant article on the European Small Claims Procedure.

2. UK Judgments

Going back to the years when Cyprus was a Crown colony, the Foreign Judgments (Reciprocal Enforcement) Law of 1935 (Cap. 10) was enacted and remains in force until today, providing for the registration in Cyprus of judgments issued in the United Kingdom, within 6 years from the date issued. Therefore, with the exit of the United Kingdom from the European Union and the absence of any relevant provision in the EU-UK Trade and Cooperation Agreement, Cyprus remains unaffected as it comes to the recognition of such judgments by virtue of the provisions of the above-mentioned legislation.

Procedurally, any party interested in registering an English Judgment in Cyprus shall apply, under the provisions of Cap. 10, ex-parte (without notifying the other party) for such order. Following its issuance, the order must be served to the judgment debtor who has the right to dispute the recognition by applying to the Court to set-aside the registration.

3. Non- EU Judgments and Judgments issued by countries with which Cyprus has Bilateral Agreements

The Decisions of Foreign Courts (Recognition, Registration and Enforcement) Law of 2000 (Law 121(I)/2000) provides the legal framework for the recognition and enforcement of any foreign judgments issued by any Court or tribunal of a foreign country with whom Cyprus has entered into a bilateral agreement for the mutual recognition and enforcement of judgments.

Cyprus has entered into various Bilateral Agreements and Treaties relating to the recognition and enforcement of foreign judgments with a number of countries, included but not limited to the Russian Federation, Ukraine, Georgia, China, Belarus, Egypt, Serbia etc. Such Treaties provide also for the procedure that needs to be followed regarding the recognition of judgments by both signatory parties. In the absence of such provisions, the procedure through the Court, as indicated under Law 121(I)/2000, shall be followed by any judgment creditor.

4. Recognition and Enforcement of a foreign judgment through common law

As regards foreign judgments, which were issued by the Court of a country outside the EU and with whom Cyprus has not entered into any Bilateral Agreement or Treaty or Convention, they can be enforced by the judgment creditor, within the Republic, by initiating fresh proceedings and seeking relief, identical to the relief provided by the foreign judgment. Simultaneously with the filing of the civil action, an interim relief may be sought by the Court, such as a freezing order over any assets of the judgment debtor, to preserve the rights of the judgment creditor until the issue of a final decision.

Once the civil action and/or any interim order issued is served to the judgment debtor/defendant, the judgment creditor/claimant may apply, under the relevant provisions of the Civil Procedure Rules, for a summary judgment, on the ground that the defendant has no defense to the claim.

II. TRACING & PRESERVING JUDGMENT DEBTOR’S ASSETS WITHIN THE REPUBLIC

Although procedures for the recognition and enforcement of a foreign judgment are well-entrenched in our legal system, one of the main concerns of a judgment creditor, before initiating any procedures for the recognition and execution of a foreign judgment, is how the execution will be practically performed. Since information regarding a party’s assets is not publicly available, either for a natural person or a legal entity, tracing assets may be crucial for any further decisions taken by the judgment creditor.

Once identified, any assets held by the judgment debtor has to be preserved, to avoid the risk of alienation or dissipation, pending the completion of any procedures for the recognition and enforcement of a foreign judgment. Disclosure of information and preservation of a debtor’s assets can be performed only through the Court, which is vested with a wide discretionary power to issue interim orders and injunctions, as the followings:

• Tracing/Discovering Order (Norwich Pharmacal Order) – The purpose of such order is to enable the Applicant to obtain any information, as well as trace and preserve assets held by the judgment debtor. Such an Order is commonly addressed to a third innocent party (i.e a bank), who is ordered to provide the required information.
• Freezing Order (Mareva Injunction) – Aiming to preserve the applicant’s rights, a Freezing Order prevents and prohibits the respondent from disposing of, transferring or otherwise alienating his assets specified in the order.
• Chabra Order ­– Another type of freezing order which is not addressed to the debtor but to a third party who holds assets for the benefit of the first, in his capacity as a trustee or nominee.

 III. DOMESTIC EXECUTION MEASURES AVAILABLE

As stated above, once the relevant procedure for the recognition and enforcement of a foreign judgment is completed, it adopts the same legal effect as if it has been issued by a Cypriot Court. Therefore, the following enforcement measures and procedures, as provided under the Civil Procedure Law of 1960 (Cap. 6) are available for the judgment creditor:

• Writ of movable or immovable property of the judgment debtor;
• Registration of a charge over an immovable property through the Land Registry Department (“MEMO”);
• Guarnishee proceedings – a procedure by virtue of which the judgment creditor may seek to freeze the debtor’s bank accounts and payment of the amount awarded under the judgment;
• Provided that the judgment debtor is a Cypriot company, delivery of a statutory demand under the Companies Law (Cap. 113) for payment of the liquidated and undisputed sum within 21 days from the date of its service. In case of failure to comply, the judgment creditor has the right to file a winding-up petition to the Court;
• Appointment of equitable receiver;
• Examination of the judgment debtor in respect of his financial situation and issuance of an order for the repayment of the judgment debt via monthly installments.

The foundation of a passing off claim lies in the injury to the reputation and goodwill of the plaintiff’s business. Spalding v. A.W. Gamage Ltd., (1914 – 1915) All E.R. Rep. 147 is considered to be one of the landmark cases in the development of such a cause of action in which it was held that:

“… the proposition that nobody has any right to represent his goods as the goods of somebody else. It is also sometimes stated in the proposition that nobody has the right to pass off his goods as the goods of somebody else. I prefer the former statement, for whatever doubts may be suggested in the earlier authorities, it has long been settled that actual passing off of the defendant’s[*376] goods for the plaintiff ‘s need not be proved as a condition precedent to relief in equity either by way of an injunction or an inquiry as to profits or damages; Edelsten v. Edelsten and Iron-Ox Remedy Go. Ltd. v. Co-operative Wholesale Society, Ltd. Nor need the representation be fraudulently made. It is enough that it has in fact been made, whether fraudulently or otherwise, and that damages may probably ensue….”

Section 35 of the Civil Wrongs Law, Cap. 148, introduced into our legal system the common law tort of passing off. The implications of this section were examined in Universal Advertising and Publishing Agency & Others v. Vouros, 19 CLR 87 which established that despite the narrow definition contained in s. 35 a trader must not only refrain from passing off his goods as those of another but also from making any such representation in respect of his business. The principle underlying the decision is that liability for passing off is extended to situations of not only goods but also services, as recognized at common law.

The elements which a Plaintiff in such an action must prove in order to succeed have been authoritatively stated in several ways, in cases involving different facts and those may be summarized as follows:

1. The Plaintiff must establish a goodwill or reputation attached to the goods or services which he supplies or provides in the mind of the purchasing public, whether it consists of a brand name or trademark or trade description or features of labelling or packaging,
2. He must demonstrate a misrepresentation by the Defendant to the public (whether intentional) leading to or likely to lead the public to believe that the goods or services offered by him are the goods and services of the Plaintiff.
3. He must demonstrate the he suffers (or that he is likely to suffer) damage by reason of the erroneous belief engendered by the defendant’s misrepresentation that the source of the defendant’s goods or services is the same as the source of those offered by the Plaintiff.

Trademarks and Trade Names

i)          Legal Action for Passing Off

The most common cases are those in which the Defendant uses or imitates a trademark or tradename under which the Plaintiff’s goods or services have become known to the public. It is important to note that if the trademark or tradename are registered then any passing of claim may also involve infringement of the rights given by registration only.

However even if the trademark or tradename are not registered that doesn’t mean that the action will not be successful if it can be established that the reputation of the mark or name is such that the use the defendant has made of it is in fact deceptive. It is not necessary for the Plaintiff to show that he is himself known to the public by name but all that is necessary is to show that the trade, or the public, recognize the mark or name under examination as denoting the goods or services of a particular manufacture or service provider, so that substantial proportion of the public, buying that good or service, would be likely to expect to get his goods or services.  

The remedies in an action for passing off are principally damages or an account of profits (loss of sales etc) and an injunction prohibiting and restraining the Defendant and his affiliated companies or representatives from using the mark or name in question.

ii)         Recourse (Art. 146 of the Constitution)

Provided that a recourse to the Administrative Court is filled within 75 days from the date of publishing the registration or from the day that the Plaintiffs came to know about such registration, the legality of such a decision by the Registrar to register such a trade mark shall be examined by the Court.

The Court is confined to review such recourse and will only intervene if the name or marks are “too like” which suggests that the similarity must be striking or overbearing (Entechno Developments Ltd v. The Republic of Cyprus (1986) 3 CLR 2613). Article 19(2) of the Companies Law Cap 113 is also relevant.

Our Litigation Team in the recent case before the Supreme Court of Cyprus, exercising its admiralty jurisdiction, represented a reputable ship-owning company and successfully obtained a decision canceling an arrest warrant issued against its vessel. The Court addressed issues of ship arrest warrants and examined matters of jurisdiction of the Court to issue such an order.

In the case under examination, the opponent Applicant, a shareholder of the Defendant Company, through an ex parte application based on Article 30 of the Cypriot Merchant Shipping Act, requested from the Court a ship arrest warrant of the Company’s vessel, which constituted the only asset of our Clients’ Company. The Court granted the arrest warrant to the Applicant who claimed, inter alia, breach of her rights, exclusion from the management of the vessel, failure by the Company to provide dividends, as well as an immediate risk of transporting the vessel to Greece for the purpose of its registration and commercial exploitation there. Immediately after the issuance of the warrant our Team objected to the validity of the arrest on behalf of our Clients, citing as the main reasons that the claim in question was not supported by the correct legal basis and the Court lacked jurisdiction, since a claim in rem is a necessary precondition for the issue of a ship arrest warrant and in the present case the vessel was not a party to the proceedings. Furthermore, the Opposition, accompanied by an affidavit, claimed irregular proceedings as well as wrongful grant of the arrest warrant for procedural and substantive reasons.

In its decision, the Court considered it appropriate to examine the objections focusing on the scope of Article 30 (aforementioned) and the vessel not being a party in the proceedings. The Court carefully examined the case-law on the nature and application of Article 30 and concluded that its scope was limited, and that our counsels had rightly argued that it did not cover the issue of a ship arrest warrant. Furthermore, the Judge concluded that it is well established from the case-law (Nakufreight Ltd v. Baltic Levant Lines (2000) 1 AAΔ 1 and Nationwide Shipping Inc v. Του Πλοίου Athena (2012) 1 AAΔ 2343) that the arrest of a vessel is possible and a relevant warrant is issued exclusively in cases of claims in rem. This is also established in Rule 50 of the Cyprus Admiralty Jurisdiction Order.

Concluding, the relevant grounds of objection were successful, and the Supreme Court delivered its judgement and ruled in favor of our Clients by canceling the arrest warrant that was wrongfully issued.

Our Litigation Team was represented by our Partner and Head of the Litigation Department, Mr. Andreas M. Damianou.

The Fundamental Freedoms of the European Union

The Four Fundamental Freedoms of the European Union (EU) are: the free movement of goods, the free movement of capital, the free movement of persons, the freedom of establishment and provide services.

Regarding the free movement of goods, Article 28 of the Treaty on the Functioning of the European Union (TFEU) prohibits the imposition of any kind of duties on goods produced in the EU when crossing borders and neither goods produced in third country once imported to the EU by the countries of the EU.

Moreover, the free movement of capital in the internal market of the EU, mentioned in Article 63 of TFEU, forbids any restriction on the movement of capital, including banking transactions, operation of accounts and purchase of real estate.

As far as free movement of persons is concerned, Article 21 of TFEU clarifies that every citizen of the Union shall have the right to move and reside freely within the territory of the Member States.

In practical terms, an EU citizen can travel to EU Member States by using only a valid identity card or passport.

In addition, according to Article 49 and Article 56 of TFEU restrictions on the freedom of establishment and services of nationals of a Member State in the territory of another Member State shall be banned. Especially, if an EU national owns a holding company in an EU Μember State he will have the right to establish a subsidiary company in another Member State.

In conclusion, if you are an EU citizen and a beneficiary of the above mentioned freedoms, you can always contact our Immigration Department where we can provide you with all the vital information pertaining migration and /or relocation to Cyprus.

Our Litigation Team in the recent case before the District Court of Limassol with No. 1225/2019 represented a group of companies and successfully obtained a Judgement by which an interim order that was granted on an ex parte basis was cancelled.

In the case under examination, a group of companies (defendant) objected to the interim order granted to the applicant, an ex-employee of the defendant. The applicant through his ex parte application requested the court to give him back full access and control to the social media accounts and email of the company that he used to work for. The court granted the interim injection to the applicant who claimed between others that these accounts contained sensitive information for his clients as well as other personal information that were crucial for his job and clientele. He further claimed that after he stopped working for the defendant he lost communication with his clients as a result of the defendant’s action to block his access to his work email and the company’s other social media accounts that he personally run.

The defendant challenged the validity of the interim order and the District Court of Limassol ruled in their favor as the applicant did not fulfilled the main conditions for granting the interim order. Accordingly, the key conditions of Article 32 are: there is a serious matter to be heard; there appears to be a probability of success; it will be difficult or impossible to do complete justice at a later stage without granting the injunction.

On 28/08/2020 the Court decided that the applicant showed neither the probability of success of his claim, that a constructive trust was created in his favor, nor that it would be difficult to do complete justice at a later stage. Regarding the third condition of Article 32 in particular, the court mentioned that since the applicant maintained in his written statement that he also used to save his contacts and clients’ information as back up in an external disc then his claim that he would have no communication whatsoever with his clients because he couldn’t access his work email, cannot be sustained. It is interesting to note that the court observed that the fact that the applicant was the only user of his personal work email does not mean that he also was the owner of that email address. Therefore, the Court ruled in favor of the defendant and cancelled the interim order.

Our Litigation Team was represented by our Partner and Head of the Litigation Department, Mr. Andreas M. Damianou.

Terminology

For the purpose of the article, the seller acts as a trader (an individual who is acting under the course of business, therefore acting for purposes relating to that individual’s trade, business or profession) and the buyer as a consumer (a person who is acting for purposes that are wholly or mainly outside that individual’s trade, business or profession).

The Law

In a contractual relationship between the seller and the buyer, a great number of the parties’ obligations will usually be expressed within the contract. Nevertheless, the parties may fail to predict some eventualities that could take place during the execution of the contract. For that reason the Law on the Sale of Goods of 1994 (10(I)/1994) (from now referred to as “the Law)” has adopted a series of implied terms that grant some additional rights to the consumers.

These rights should be treated as an integral part of the contract between the parties, despite the fact that are not included in the contractual agreement. They enhance the protection of the consumers and places them in a better position than they could have been, as they may be considered the weaker party in the transaction.

The Law has set forth that any breach of the implied terms comes from the trader, entitles the consumer to terminate the contract, reject the supplied goods and seek for damages.

Implied Terms

The provisions of the Law specifies that the goods purchased, should be supplied as described. This term will apply if, before the contract was made, the seller provided information to the buyer about the main characteristics of the goods and the latter agreed to enter into the contract without seeing those specific goods. On the condition that this information formed part of the contract and the consumer relied on the trader’s description alone, the goods supplied to the buyer need to correspond with the description provided by the seller.

This condition clarifies that if the sale was made based on both the description and the sample, the goods purchased must satisfy both of those requirements. Additionally, it is stated that the sale of goods may still constitute a sale by description even if the consumers are able to see the goods and select them by themselves.

The consumer holds the right to put an end to the contract and claim damages if the goods supplied by the trader are not of a satisfactory quality. The list of matters taken into consideration is not exhaustive but, the Law itself cites the following grounds. The goods must have a satisfactory appearance, finish and durability (this requires a reasonable resistance to time and use). The Law also states that the goods have to fit for all the purposes for which they are usually supplied, they should be free of minor defects and safe to use.

For the operation of the Law, the test which is used for this provision is whether a reasonable person, taking into consideration any description made, the price of the goods and any other relevant situation (such as advertisements etc.), would have consider the goods satisfactory.

Nonetheless, the Law indicates some exceptions to this rule. The implied terms do not extend to cover any unsatisfactory goods if before making the contract, the consumer was aware of the defect or any issue that renders the goods unsatisfactory. Moreover, the Law does not protect the consumer who, prior to the agreement, examined the goods in such a way that would have revealed any damage or defect. In addition, if the goods were supplied by sample and on a reasonable examination of the latter the consumer could have been able to detect that issue, the goods will not be considered unsatisfactory for the purpose of the provision.

Furthermore, it is defined by the Law that the goods need to fit for a particular purpose. In this case, before the contract was made, the consumer has to indicate (expressly or impliedly) to the seller that the goods will be used for a specific purpose. Notwithstanding the provision, if the consumer did not enter into the contract dependent on the seller’s skill and knowledge, he/she does not possess the rights mentioned above. Similarly, the goods supplied should fit to the specific purpose for which they were purchased, unless it was not unreasonable to rely on the skill or knowledge of the seller.

Lastly, goods have to match the sample. When the parties make a contractual agreement for the sale of goods and this agreement is based on a sample, the trader has the obligation to supply the consumer with goods that correspond with that sample’s quality. In order to comply with the terms, the goods supplied should be free from any defects (which renders their quality unsatisfactory) that were not apparent on a reasonable examination of the sample.

Interim orders and injunctions are temporary orders issued by Courts in order to preserve the rights and/or assets of the applying party and/or the “status quo” until the Court reaches its final decision on a particular case. In Cyprus, the jurisdiction of Courts to issue an interim order is governed mainly by the provisions of Article 32 of the Courts of Justice Law 14/1960 (hereinafter “the Law 14/1960”) as well as the relevant provisions of the Civil Procedure Law (Cap. 6), the principles of equity and case law.

For a Court to exercise its discretion and issue an interim order, the following requirements must be satisfied, among with other factors that are taken into account based on the distinguished facts of each case:

a)                  The Applicant must prove a prima facie serious matter to be heard at trial;

b)                  There is a possibility that the plaintiff is entitled to the relief sought;

c)                  Unless the order is issued, it will be difficult or impossible to administer proper justice at a subsequent stage of the procedure;

d)                  It is just and reasonable for the Court to issue the interim order.

Interim orders can be sought both on an ex-parte basis, without notifying the other party, or by summons. Due to the drastic nature of an interim order issued on an ex-parte basis and the consequences on the respondent, the Court needs to be satisfied that there is an element of urgency while the applicant is under the obligation of full and frank disclosure of all material facts and documents related to the interim order sought. Furthermore, for a Count to grant an interim order on an ex-parte basis, the applicant will be requested to provide a security, in the form of a guarantee, for any amount ordered by the Court in order to cover any potential loss that may be caused to the respondent if the order sought is wrongly obtained. Once the interim order is issued on an ex-parte basis and is served to the party to whom it is addressed to, it becomes binding upon him. Procedurally, either when it comes to an ex-parte interim order or by summons application, the respondent has the right to file an objection to the interim order application.

Injunctions can be distinguished in prohibitory and mandatory orders. A prohibitory injunction aims to prevent the respondent from doing a specified act whereas a mandatory order forces the respondent to do a specified action within the time frame and on conditions explicitly provided on the Court order.

The most common interim orders that are issued by Cyprus Courts include, but are not limited, to the followings:

a)                  FREEZING INJUNCTIONS (MAREVA INJUNCTIONS) OF ASSETS

Aiming to preserve the applicant’s rights and ensure that the latter will be able to execute any future decision that will be issued in his favor, a Freezing Order (otherwise known as Freezing Injunction or Mareva Injunction) prevents and prohibits the respondent from disposing, transferring or otherwise alienating his assets and/or any assets that are specifically stated in such order.

b)                  CHABRA (FREEZING) ORDERS

A Chabra Order is essentially a freezing order of assets which is not addressed to a party of the legal proceedings but against a thirty who holds assets for the benefit of the principal defendant, in its capacity as a trustee or nominee of the latter.

c)                  ANTON PILLER ORDERS (SEARCH ORDERS)

An Anton Piller order, commonly known as a search order, is an interim order which aims to prevent the respondent from interfering or destroying any documents or data or evidence which are essential for the main legal proceedings.

d)                  NORWICH PHARMACAL ORDERS (DISCOVERING AND TRACING ORDERS)

The purpose of a Norwich Pharmacal Order, commonly known as a tracing or discovering order, is to enable the Applicant to obtain any information as to the identity of a wrongdoer, discover and preserve any significant evidence for the case of the applicant or even trace and preserve information or assets. Such order is most commonly addressed to a third party that has been innocently involved in the wrongdoing.

e)                  GAGGING ORDERS

A gagging order aims to restrict and prevent the respondent from disclosing the filing or any information concerning the legal proceedings to any third party and/or to the public. Practically, it is sought in conjunction with other types of interim orders.

Injunctions are not merely sought in the context of civil actions but are available in other jurisdictions as well. For instance, Family Courts can issue, inter alia, interim orders for alimony, parental care cases or even freezing orders for cases concerning matrimonial assets while it is very common for an arrest order of a vessel to be issued in the context of an admiralty claim, provided that the above-mentioned requirements are satisfied.

Lastly, it should be highlighted that breaching an Interim Order constitutes a contempt of Court, punishable by either penalty or imprisonment or both.

In the Republic of Cyprus, the field of provision of investment and related services is, at a large extent, regulated. More specifically, the activities of and services provided by investment firms in the Republic of Cyprus are regulated by the Law on the provision of Investment Services and Activities and the operation of Regulated Markets (Law 144(I)/2007) (“the Law”). The main investment activities exercised and/or provided by such investment firms constitute the reception and transmission of orders in relation to one or more financial instruments, the execution of orders on behalf of clients, dealing on own account, portfolio management, investment advice and consultancy, underwriting of financial instruments, placing of financial instruments on a firm commitment basis, Placing of financial instruments without a firm commitment basis and operation of multilateral trading facility being a system that brings together or facilitates the bringing together of multiple third-party buying and selling interests in recognized financial instruments. In any case, however, it is worth to stressed that the aforesaid investment activities are exercised in connection to the financial instruments to which specific reference is made in and, thus, are duly recognized by the Law.

In particular, the activities relating to various financial instruments, specifically listed in Part III of the Third Appendix of the said Law fall within the scope of the Law and are subject to licensing by Cyprus Securities and Exchange Commission, in its capacity as the competent supervisory authority. That said, the scope of ‘financial instruments’ covers -among others- transferable securities, money-market instruments, units in collective investment undertakings, options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields as well as other derivatives instruments, financial indices or financial measures which may be settled physically, in cash or otherwise (as provided in the Law) and any other derivative contract relating to commodities, assets, rights, obligations, indices and measures, which have the characteristics of other derivative financial instruments.

At first sight, it would appear that virtual currencies (a term which includes cryptocurrencies) are not considered as ‘Financial Instruments’ in the legislative meaning afforded to the term, thereby falling outside the scope of the Law. This general rule is subject to an exception in so far as and to the extent that Financial Contracts for Differences on Virtual Currencies are concerned. More explicitly, a Financial Contract for Differences constitute a financial instrument that allows traders to invest into assets without actually owning them (by agreeing to receive the difference between the current value of the asset and its value in the future). However, it must be underlined that it is up to the Central Bank of Cyprus in conjunction with Cyprus Securities and Exchange Commission to decide on the exact way a Financial Contract for Differences on Virtual Currencies shall be treated in each particular case (considering the background circumstances and particularities thereof).

Nevertheless, in so far as the legality and treatment of virtual currencies is concerned, there is a legislative gap that must be addressed especially in view of the expanding tendency of the incorporation and operation of businesses engaged in sectors relating to virtual currencies. Despite, however, the fact that virtual currencies as such are not regulated, due to their volatile nature, the said activities relating to virtual currencies are not currently regulated neither at national or European level, such activities are considered as especially high-risk activities. It is precisely for this reason that the problems that such a company may encounter are not, strictly speaking, restricted to the opening and maintenance of a bank account, but rather extent to the incorporation of the company itself.

Admittedly, considering the current legislative framework, today the differentiation of cryptocurrencies from the ‘recognized’ Financial Instruments constitute a matter of interpretation of the existing legislation regulating the provision of investment services. In light of the foregoing and given the fact that the governmental and other authorities face persons engaged in such activities with reluctance due to the particularity of virtual currencies, the introduction of a precise regulatory framework shall, admittedly, fill in the gap and provide guidance on the implementation and treatment of virtual currencies and related instruments.

The principles of a contract in Cyprus are governed by the Contract Law, Cap. 149 that essentially codified the English common law and principles of equity in Cyprus[1].

 Before there can be a contract, one party (the offeror) must make an identifiable offer on certain terms, showing intention to be bound, and the other party (the offeree) must accept those terms unconditionally. Once the agreement holds sufficient consideration, there must be intention to be legally bοound by the terms of the contract.

Where the contract is in writing and signed by the parties, it will be obvious when this occurs. However, it may not always be clear when the contract was made, especially if the parties did not sign any form of written document.

 Offer

 In order to initiate the formation of a valid contract, a valid offer must be made. That is a statement of an intention to be bound to the terms of an offer made and upon acceptance a valid contract is formed. An offer must be distinguished from an invitation to treat, where there is no intention to be legally bound. The following are not considered to be offers:

a)      Advertisements

b)      Estimates

c)      Brochures

d)      Price lists

e)      Enquires or requests for information

f)       Letters of intent/heads of terms/memoranda of understanding

 However, these are general rules, and whether a communication can constitute to be an offer or an invitation to treat, may be a question of fact upon each case.

In practise, it is advisable to suggest to parties to include terms such as “subject to contract”, which indicate that the parties do not intent to be bound by the terms of any informal agreement or pre-contractual negotiations. Also, this qualification of words can further rebut the usual presumption that in commercial contracts, that parties do intent to be legally bound when they are negotiating. However, the courts will look at the conduct of the parties during negotiations, so as to be certain that the parties should also include an express statement to the effect that they do not intent to be legally bound.

 Throughout the negotiation phrase, it is important to ensure that any offer remains on the table. An offer can be ended by rejection, counteroffer, lapse of time, death of the other party or by revocation before it has been accepted. If any of these occur, there cannot be a valid acceptance.

Battle of forms:

Where both parties seek to impose their own terms on the other, it may be uncertain whose standard terms apply. If the contract is dealt with by the seller’s sales representatives or untrained administrative staff, who may not be aware of the rules relating to offer and acceptance, there is always a possibility that the wrong set of terms may be accepted by accident. In the event of dispute, the court will consider whose terms and conditions were lastly on the table at the time of acceptance.

 Commercial contracts can be formed:

a)      Written

b)      Orally

c)      Partly written, or partly orally

d)      Based in the conduct of the parties

 The Contract Law, Cap. 149 has explicitly set out certain contracts that are required to be in writing:

• Sale of Immovable property [2]
• Transfer of shares[3]
• Mortgage guarantee agreements[4]

 Intention and capacity to create legal relations

 The objective of the parties is to create legal relations. That presupposes that parties will have sufficient intention to establish contractual terms upon each other. Of course, this also considers the capacity that parties should have in order to establish commercial contracts. The law excludes people who may be unable to have sufficient capacity to enter into contracts either because of their age, their mental state or their legal capacity to represent a party[5].

 Entry into contract:

 The very establishment of a contractual agreement is that all parties must have been agreeing to the same thing and must not have been talking at cross-purposes. The existence, or otherwise, of an agreement is judged objectively. However, it is possible that a contract may come into existence by means of performance, although this must be clear from the conduct of the parties.

 Acceptance:

 An acceptance of an offer must be made aware to the offeree. That assumes that the offer is still valid upon its acceptance and that the acceptance was executed in a normal and reasonable way, as the contract required. It must be clear that an acceptance of an offer cannot be established by setting fixed time limits. For example, “if you do not reply to me in one week, the contract shall be considered agreed”[6].

Although nowadays, commercial contracts are negotiated and even agreed through modern electronic means (e-mails, video calls etc), the law is clear that a possibility to accept an offer is through the post. The postal rule applies a presumption that a valid acceptance occurs when a prepaid postal fee is paid (upon dropping your acceptance letter at the post office, you have accepted an offer and formed a contract), and the confirmation of the offer is sent to the other party[7]. It does not matter whether the confirmation/ acceptance letter has been received by the other party, but only that it has been sent through.

 Consideration

In Cyprus, there is the need to have sufficient consideration for the establishment of a contract[8]. In commercial contracts, consideration may be money, goods or services, or the promise of any of these as long as there is some value (not necessarily of an economic worth)[9]. In general terms, it is considered to be an exchange of promises that the contract shall be sustained. A contract lacking consideration may be perceived as though there was no consent by a party to participate on its own free will.

There are occasions where “consideration” is not needed[10]:

a)      A written agreement on behalf of a party, who will participate in a contract and have a close (relative) relationship

b)      A written agreement of an obligation from a party, which bears the obligation to repay a debt that the offeror could impose

c)      Gifts that are completed, do not need consideration to be executed

It must be noted that an existing obligation, either contractual or legal, to do something cannot be perceived as consideration. For example, in Collins v Godferoy[11], a witness was paid while there was an obligation to testify in the first place, rendering the in-between them contract invalid.

 [1] Contact Law Act, Cap. 149, Section 2

[2] Company Law Act Cap.149, Section 77A

[3] Company Law Act Cap.149, Section

[4] Company Law Act Cap.149, Section 138

[5] Company Law Act Cap.149, Section 10

[6] Felthouse v. Bindley

[7] Entores Ltd. V Miles Far East Corporation Ltd

[8] Company Law Act Cap.149, Section 10(1)

[9] Thomas v Thomas, Chappel v Nestle

[10] Company Law Act Cap.149, Section 25(1)

[11] 1 B& Ad 950; 109 ER 1040

The process of tracing is the ways in which a person who is entitled to property can continue to assert a claim to the property even if it is now in the hands of someone else, or even if it has been mixed with other property. “Tracing is neither a claim nor a remedy, but a process”[1].

In order to be able to follow or rather trace, there must be a property or an asset. It can be an intangible property, yet in order to be able to bring a claim for it, firstly the property must be identified, as unlawfully taken away from him and secondly, the property has been used to acquire some other new identifiable property. Lastly, the change of substitutes from one property to another is not broken.

Cyprus courts have never hesitated to use strong powers to protect and preserve trusts in proceedings. In fact, the court has “equitable jurisdiction to find out that has happened to missing trust funds”[2].

What can be traced?

i) There must be a fiduciary relationship although not necessarily between claimant and beneficiary who is seeking to trace in equity. It must be highlighted that there is no need to have prior misappropriation or misdirection of the property concerned since the circumstances themselves may give rise to fiduciary relationship, entitling to trace in equity as such. For example, a payment made by mistake brought about a fiduciary relationship that entitled a potential tracing claim.

The following have been determined to constitute fiduciary relationship:

• trustee with beneficiary
• executor with beneficiary of an estate
• transferor with transferee of funds
• solicitor with his client
• accountant with his employer

 ii) There has to be equitable ownership of the property that will be traced.

iii) There has to be a traceable recipient, that is a recipient who can be identified to have taken the property away. For instance, a trustee as acting as a wrongdoer or a recipient of a payment with knowledge of the mistake.

iv) Αn important aspect, is that property has not dissipated; is still identifiable. Some examples that deems property as being ‘dissipated’ include:

• Food which is consumed
• Ongoing expenses (like gas and electricity bills)
• Non-substantial aesthetic improvements to property (that is improvements that do not necessarily increase the value of the property (decorations, paintings walls and pieces of furniture)

 If the property that is being traced is money, then certain actions can deem the property as being ‘dissipated’:

• Money paid into an overdrawn bank account, repaying the bank
• Money used to repay unsecured debts

Limits:

Under Cyprus law, a plaintiff’s equitable title to property is defeated and the right to trace is lost in the following circumstances: if the property reaches the hands of a bona fide purchaser. That is when it would be inequitable to allow the plaintiff to trace the assets. An example is when a person, after receiving the assets, changes his or her position in a way that would make it unjust for him or her to be ordered to return the assets; and if the claimant’s property disappears or is mixed up with that of the defendant, thereby forming a new product.

As regards with time limits, a claim can be brought within 6 years when the case of action arose. Yet, when there are instances of fraud, time starts to run from the moment that the plaintiff becomes aware of the appropriation of his or her property

 Tracing tools in Cyprus:

There are a number of tools that can be used when your property is being threatened to be misappropriated and these include: Νorwich Pharmacal orders[3], Bankers Trust[4] orders, Anton-Pillar[5] orders and the appointment of Interim Receivers. These are all interim injunction orders that are done in ex parte applications, so as to enable the safety of assets, but will have to prove the urgency of the matter to the courts.

 Norwich Pharmacal orders:

It is important to be able to obtain information that will enable the tracking of the assets. Norwich Pharmacal is an application that forces third parties, who although they may not have assisted the wrongdoer to appropriate the property but are somehow connected with the appropriation of the property, to disclose relevant information about the parties involved. In principle, it enables orders to be made against a defendant and against innocent parties for the purpose of protecting the claimants’ substantive rights to the fund.  In turn, the claimant can use the information obtained to preserve assets, to identify wrongdoers, and to sue them successfully both on proprietary claims and personal claims, including proving the case against them at trial.

“Registered agents and registered office service providers who are used by others to create and maintain for them corporate vehicles for the purpose of effecting fraud must expect that in due course the victims will come to them seeking discovery for the names and addresses and other information and documents that will enable the perpetrators to be discovered”[6]

Bankers trust orders: 

The main aim of this application is the tracing of assets as part of the assertion of a proprietary claim by the applicant or the assertion of the accessory liability premised upon the movement of assets to which the claimant asserts a proprietary interest. In fact, the Bankers Trust case revealed the law is prepared to enable orders to be made against a defendant and against innocent third parties to protect the claimant’s rights to the fund. This suggests that the claimant has only a right over the property. In fact, Banker’s trust applications are only limited to the to the identification and protection of the property.

Gagging Orders:

Cyprus courts have an inherent jurisdiction to grant gagging orders to restrain a respondent against whom an ex parte disclosure order is made from communicating with the intended defendant regarding the disclosure order. This relief is generally granted in conjunction with Norwich Pharmacal and/or Bankers Trust orders. Any breach of a gagging order may result in contempt proceedings.

Anton pillar orders:

The reason for that such orders may be granted is so as to be able to enter premises so as to be able to speculate documents or other objects and to be able to obtain proof of such documents and be allocated in a safe place. Ultimately, there is a need to show to the court, that you need to make sure that evidence will not be destroyed or deteriorated by the defendant. In turn, not only you are able to obtain information about the claim, you are also able to prevent the defendant from warning other to destroy and conceal evidence. For that reasoning, these applications are made ex parte.

Securing assets and proceeds.

As have been recognised, Cyprus Courts have the capability to order freezing injunctions on the assets that the defendant has in his possession until the main proceedings are completed[7](by virtue to Section 32 of the Courts law 14/60). The basis of such injunction is at a high standard and the applicant need to show the urgency and that it would be impossible for justice to be obtained at a later stage, if the injunction is denied.

Such injunctions can even be filed abroad on the basis of International Arbitration Law[8] or be filed in the court of another EU Member State[9].

Appointment of Interim Receivers

Under Section 32 of the Courts Law 14/1960 (as amended), Cyprus Courts have the capability to appoint interim receivers with mandate in order to ensure the security and protection of the assets, on behalf of the party who seeks to appoint them as such, pending trial.

In order to obtain such relief, the court will have to be satisfied that the circumstances to justify a freezing order exist and any risks on prejudice can be justified under the circumstances of the case at hand.

An interim receivership may also be granted to supplement the powers of a freezing injunction, if it can prove that the injunction will not be providing adequate security on its own.

 Tracing money in the bank account:

Although, there is the potential protection under the interim applications, there is the potential that the asset has been transformed. In turn, it is essential to determine whether the remaining balance or assets, purchased using the appropriated property (money), can be seen as representing the original trust property. Of course, this is a difficult task for the court to distinguish. In the UK, there has been the recognition that the beneficiary will have the option of choosing an equitable lien or a constructive trust on the case of a mixed fund, so as to enable the potential of claiming the new asset in proportion to the contribution of the beneficiary’s trust fund[10]. Αs a common law jurisdictions such rule will apply and as such enable the claimant to seek justice under the Cypriot courts 

When the appropriated trust property, has been mixed with that of other trusts or other innocent volunteers, there will be an allocation of the fund in either “pari passu” allocation (that is equally among the parties involved), or in “first-in first-out” allocation basis (it is presumed that money is paid out of a current account in the same order in which it had been paid in).

[1] per Lord Millett in Boscawen v. Bajwa (1996)1.W.L.R.328

[2] Bankers Trust v Shapira [1980] 1 WLR 1274

[3] Norwich Pharmacal Co. & Others v Customs and Excise Commissioners [1974] AC 133

[4] Bankers Trust v Shapira [1980] 1 WLR 1274

[5] Anton Piller KG v Manufacturing Processes Ltd & Ors (1975) EWCA Civ 12 

[6] JSC BTA Bank v. Fidelity Corporate Services Ltd, HCVAP 2010/35

[7] Seamark Consultancy Services Limited v. Joseph P Lasala and Others

[8] International Commercial Arbitration Law (L. 101/87)

[9] Article 35 of Regulation (EU) No. 1215/2012 of the European Parliament and of the Council of 12 December 2012

[10] Fosckett v McKeown (2001)1 AC 102