Dermot Woolgar

International Commercial Arbitration

Dermot has a wide international commercial arbitration practice, reflecting his diverse areas of expertise and interest.

He is instructed in disputes concerning the international sale of goods, manufacturing and product liability, mergers and acquisitions, joint venture agreements and restructurings, shareholder agreements, distribution and agency agreements, insurance, banking and financial services, construction and engineering, information technology, international transport, shipping, fishing, and professional liability.

He has been instructed in disputes that have required the application of the substantive laws of a variety of common and civil law jurisdictions, including France, Italy, Germany, Austria, Switzerland, Luxembourg, Slovakia, the Isle of Man, Cayman Islands, BVI, Turks and Caicos Islands, Gibraltar, India, Botswana, Ethiopia, Saudi Arabia, Oman and the UAE.

He is familiar with many institutional arbitral rules (particularly ICC, LCIA, SIAC, VIAC, SCC, and LMAA) and his expertise extends to the arbitral rules of many commodities trade associations (including GAFTA, FOSFA, the International Cotton Association, and the British Coffee Association).

He has significant experience of jurisdictional challenges and conflicts of laws issues, including issues arising under the Brussels and Rome Conventions.

He also represents clients in arbitration-related court proceedings before the English domestic courts (the Commercial Court, the Technology and Construction Court and the Court of Appeal).

Selected Cases

• Acting for shareholder of offshore superyacht management business, contesting unilateral acquisition of shareholding by majority shareholder under buy-out provisions in a shareholders’ agreement on the grounds that the shareholder was in breach for having established a competing business several years previously. Issues included proper construction of shareholders’ agreement; whether majority shareholder had complied with the steps for a lawful buy-out as laid down in the shareholders’ agreement; whether a share valuation had been obtained by the majority shareholder validly in accordance with shareholders’ agreement; and whether the disputes between the parties were suitable for early determination (LCIA rules, Isle of Man law, London seat)
• Acting for UK software company, in dispute with a substantial US corporation under a shareholders’ agreement, arising from its failure to disclose to its US shareholder a purchase offer received from a competitor of the US shareholder, allegedly in breach of US shareholder’s information rights (Ad hoc, English law, London seat)
• Acting for a former shareholder who, after acquiring a 50% shareholding in a UK company under the terms of an SPA, acquired the remaining shares, which were sold for a sum several times greater than the price paid; dispute as to whether anti-embarrassment clause was incorporated in SPA and, if it was, its meaning and effect (Ad hoc, English law, London seat)
• Acting for corporate borrower, operating in automotive and aviation sectors, and borrower’s directors who were limited recourse guarantors, seeking to enforce convertible loan agreement against investor; CLA provided for conversion of debt into equity in the borrower’s holding company following its incorporation and its acquisition of the borrower’s IP rights; limited recourse guarantors obliged to procure issue of preference shares in holding company in favour of investor; dispute as to whether CLA exhaustively defined rights attaching to preference shares and, if not, whether it conferred an option on the investor to refuse to take preference shares and to elect instead to demand repayment of the loan and interest (VIAC rules, Slovak and Luxembourg law, Vienna seat)
• Acting for leading cotton arbitrator in the Commercial Court challenging “the 3 and 8 rule” of the International Cotton Association which limits the number of appointments that ICA arbitrators may accept, on the grounds that both limbs of the rule are unenforceable at common law for being in restraint of trade (Aldcroft v International Cotton Association [2017] EWHC 642 (Comm) [2018] QB 725 [2018] 1 All ER (Comm) 721 [2017] 1 Lloyd’s Rep 635)
• Acting for an English buyer in ICC proceedings in Delhi in a c£20m product liability/cross-border sales dispute with an Indian manufacturer concerning the design and manufacture of miniature circuit breakers (ICC rules, English and Indian law, Delhi seat)
• Advising defendants, including substantial US manufacturer, being sued in the Bombay High Court for unpaid commission of EUR400k and damages of INR40m as to merits of anti-suit injunction from Commercial Court in London on the basis of an arbitration agreement between one of the defendants and the plaintiff which provides for ICC arbitration of disputes in London
• Advising German manufacturer/designer of evaporation cooling system installed in steel plant in South Wales to recover EUR3.8m outstanding from purchaser; purchaser defending claim on grounds that system was performing inadequately and as a result had cross-claim against manufacturer for damages for breach of contract of approximately EUR3m (ICC arbitration, English law, London seat)
• Acting for English company in Commercial Court on application for interim, and then permanent, anti-arbitration injunction to restrain Dutch supplier of almond meal from pursuing an arbitration before a specialist Board of Arbitration in the Netherlands, in breach of an arbitration agreement which provided for the arbitration of disputes before a specialist tribunal in England; related applications concerning the contempt of the respondent arising from its failure to obey interim injunction. Subsequently successfully represented the English company before the Board of Arbitration in Amsterdam and before an Appeal Board of Arbitration in Rotterdam. (Whitworths Ltd v Synergy Food Ingredients & Processing BV [2014] EWHC 4239 (Comm)
• Acting for legal consultancy in Commercial Court seeking to resist freezing injunction in aid of arbitration proceedings. Subject matter of freezing injunction was defendant’s alleged holding in a Kazakh cement company and monies lodged in support of bank guarantees to support related proceedings brought by the defendant in New South Wales. Major issue was whether claimant had obtained bank guarantees from a defendant in the Australian proceedings in breach of the Harman undertaking (the implied undertaking against the collateral use of documents obtained in litigation) (Emmott v Michael Wilson & Partners Ltd [2013] EWHC 3690 (Comm))
• Acting in a domestic arbitration in connection with a bonus dispute arising out of a consultancy agreement, and in ensuing challenge and cross-challenge before the Commercial Court concerning breaches of the arbitrator’s section 33 powers and duties (Omnibridge Consulting Ltd v Clearsprings (Management) Ltd [2004] EWHC 2276 (Comm) [2004] ArbLR 48)

Events

• Dubai Arbitration Week 2023

Articles

• The enforcement of English judgments in the Cayman Islands by registration: reconsidering the objections
• Dermot Woolgar successfully establishes reasonableness of sums paid in settlement of product liability claims for defective construction adhesive

News

• Dermot Woolgar successfully establishes reasonableness of sums paid in settlement of product liability claims for defective construction adhesive
• MBL Construction Law Conference 2019 – London

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Qualifications

• LLB (Hons) (Manchester University)
• Diploma in International Commercial Arbitration (Chartered Institute of Arbitrators)

Memberships

• Chair, Bar Council Overseas Territories Working Group
• Member, Bar Council International Trade Working Group
• London Court of International Arbitration
• Chartered Institute of Arbitrators
• London Common Law and Commercial Bar Association (Committee Member)
• Professional Negligence Bar Association
• Technology and Construction Bar Association
• Commercial Bar Association
• Administrative Law Bar Association

Publications

Co-author of chapter on Construction Insolvency in Emden’s Construction Law

“Regulation or Red Tape: the UK equity release market”: co-author (with Rob Sheldon and Liam Corrigan of DWF LLP) of chapter in Making the Most of Equity Release: Perspectives from Key Players, published by The Smith Institute, March 2012

“Still an Empty Concept?”: co-author (with Keith Shaw of Pinsent Masons LLP) discussing the implications of NYK Logistics Ltd v Ibrend Estates BV [2011] EWCA Civ 683 on the meaning of “vacant possession”, published in the Estates Gazette, 23 July 2011

“The Seduction of Iconoclasm”: discussion of the exemptions for religious organisations in the Equality Act (Sexual Orientation) Regulations, published in Law and Justice 2007, 158, 64

“Citibank NA v MBIA Assurance SA & Ors [2007] EWCA Civ 11”: co-author (with Justin Davis of Crown Office Chambers): Case Commentary published in International Corporate Rescue: Vol 4 (2007) Issue 5