[1983] 2 All ER 72
Smith Kline & French Laboratories Ltd and others v Bloch

COURT OF APPEAL, CIVIL DIVISION
LORD DENNING MR, ACKNER AND O'CONNOR LJJ

15, 16, 17, 18 MARCH, 13 MAY 1982
Conflict of laws – Foreign proceedings – Restraint of foreign proceedings – Circumstances in which court will restrain foreign proceedings – Defendant resident in Britain making licensing agreement with English subsidiary of American company based in Pennsylvania – Agreement made and performed in England – Defendant bringing action in Pennsylvania for breach of contract and damages against English subsidiary and American company – Defendant seeking in Pennsylvanian proceedings advantages of costs based on contingency fee, higher damages, jury trial and more extensive discovery – English subsidiary seeking injunction to restrain defendant from continuing proceedings in Pennsylvania – Whether court should grant injunction – Whether advantages of Pennsylvanian forum relied on by defendant amounting to legitimate juridical advantages.
The first plaintiffs (the English company) were a pharmaceutical company in England and were a wholly-owned subsidiary of the second plaintiffs (the US company), a multinational corporation based in Pennsylvania. The defendant was a research worker resident in England. In 1974, by a written agreement made in England, the defendant granted the English company the sole licence to develop and market a drug which he had invented. Under the terms of the agreement the English company had exclusive responsibility for registration and marketing of the drug and also the right to terminate the agreement if they decided not to proceed with the drug's further development. In 1975 the defendant was appointed a consultant to the English company. Clinical trials of the drug were subsequently carried out in hospitals throughout the United Kingdom under the defendant's supervision. In 1976 it was decided that the drug should not be developed any further and as a result the defendant left the English company's employment. In 1980 the English company terminated the licensing agreement with the defendant. The defendant brought an action for damages in Pennsylvania against both the English company and the US company contending, inter alia, (i) that the English company were in breach of contract for which the US company, as the principal in his contract with the English subsidiary, were liable, (ii) that the US company and the English company had been guilty of false representation in saying that they intended to market the defendant's drug whereas they intended to keep it out of the market so that it would not compete with their own products, (iii) alternatively that the US company had improperly interfered with the contract between the English subsidiary and the defendant, and (iv) that the US company and the English company had intentionally inflicted emotional distress on the defendant. The English company sought an injunction in the English court to restrain the defendant from further proceeding with his claim in Pennsylvania or from making any further claims outside the jurisdiction of the English court and further sought declarations that the proper law of the agreement was that of England and that the English company were not liable for the breaches complained of. In the course of the hearing in England, the US company were joined as plaintiffs to the action. The defendant contended that Pennsylvania was the natural forum for the action because of the overriding involvment of the US company and that if the injunction was granted he would be deprived of legitimate juridical advantages, namely (a) the contingency fee basis of remuneration in the United States, under which payment of legal fees was contingent on his action being successful, (b) the practice in the United States of awarding higher damages and also damages for mental distress, (c) the availability of trial by jury and (d) the fuller discovery procedures in Pennsylvania. He further contended that the English court should not restrain a litigant in foreign proceedings unless it could be shown that those proceedings themselves were in breach of contract or
[1983] 2 All ER 72 at 73
against equity and good conscience, nor should it restrain him if the foreign proceedings had been started first. The judge granted the injunction sought. The defendant appealed.
Held – The appeal would be dismissed for the following reasons—
(1) The court had jurisdiction to grant an injunction restraining a litigant from continuing proceedings in a foreign court where the parties were amenable to the English jurisdiction and where it was satisfied (a) that justice could be done between the parties in the English forum at substantially less inconvenience and expense, and (b) that the stay of proceedings did not deprive the litigant in the foreign proceedings of any legitimate personal or juridical advantage which would otherwise have been available to him. The jurisdiction was nevertheless to be exercised with great caution, but (per O'Connor LJ), subject to the overriding requirement of caution, the court's jurisdiction to restrain a litigant from continuing proceedings in a foreign court was not confined to instances where those proceedings were themselves in breach of contract or against equity and good conscience, nor should the court refrain from granting such relief merely because the foreign proceedings had been started first (see p 78 b c j, p 79 f, p 82 h, p 84 d e and p 85 a b and j to p 86 b and h j, post); MacShannon v Rockware Glass Ltd [1978] 1 All ER 625 and dictum of Lord Scarman in Castanho v Brown & Root (UK) Ltd [1981] 1 All ER at 149 followed; Piper Aircraft Co v Reyno (1981) 454 US 235 considered.
(2) England was the natural forum for litigating the dispute because the defendant and the English company were both amenable to the English jurisdiction and the US company had made themselves amenable, the licence agreement had been entered into and performed in England and a large number of witnesses were in England where the clinical trials were carried out. Furthermore, there were no decisive or legitimate juridical advantages to the defendant in pursuing the foreign proceedings because (a) the fact that in the United State the case could be prosecuted with minimal risk of costs because of the contingency fee system was not a juridical advantage and in any event the defendant was at no disadvantage in England because he had legal aid, (b) there was evidence that the Pennsylvanian court would apply English law to the issue of damages and the possible advantage that it would apply Pennsylvanian law was highly speculative and therefore not a real advantage, (c) there was no real advantage for the case to be tried by jury since jury trial was inappropriate for such a claim, and (d) although English discovery procedures were different from those in Pennsylvania they were wholly adequate to ensure that the defendant suffered no injustice. Accordingly, the injunction had been properly granted (see p 77 d to h, p 78 g to p 79 a and e f, p 80 g to j, p 81 f, p 82 j to p 83 f and j to p 84 a d e h j and p 86 b to j, post).
Notes
For the general principles governing the stay of foreign proceedings, see 8 Halsbury's Laws (4th edn) para 787–788, and for cases on the subject, see 11 Digest (Reissue) 637–641, 1720–1746.
Cases referred to in judgments
Atlantic Star, The, Atlantic Star (owners) v Bona Spes (owners) [1973] 2 All ER 175, [1974] AC 436, [1973] 2 WLR 795, HL.
Bushby v Munday (1821) 5 Madd 297, [1814-23] All ER Rep 304, 56 ER 908.
Castanho v Brown & Root (UK) Ltd [1981] 1 All ER 143, [1981] AC 557, [1980] 3 WLR 991, HL; varying [1980] 3 All ER 72, [1980] 1 WLR 833, CA.
Ellerman Lines Ltd v Read [1928] 2 KB 144, [1928] All ER Rep 415, CA.
Guaranty Trust Co of New York v Hannay & Co [1915] 2 KB 536, [1914-15] All ER Rep 24, CA.
James v Grand Trunk Western Railroad Co (1958) 152 NE 2d 858.
MacShannon v Rockware Glass Ltd [1978] 1 All ER 625, [1978] AC 795, [1978] 2 WLR 362, HL; rvsg [1977] 2 All ER 449, [1977] 1 WLR 376.
Piper Aircraft Co v Reyno (1981) 454 US 235.
Portarlington (Lord) v Soulby (1834) 3 My & K 104, [1824-34] All ER Rep 610, 40 ER 40.
[1983] 2 All ER 72 at 74
St Pierre v South American Stores (Gath & Chaves) Ltd [1936] 1 KB 382, [1935] All ER Rep 408, CA.
Teheran-Europe Co Ltd v S T Belton (Tractors) Ltd [1968] 2 All ER 886, [1968] 2 QB 545, [1968] 3 WLR 205, CA.
Trendtex Trading Corp v CrŽdit Suisse [1980] 3 All ER 721; affd [1980] 3 All ER 721, [1980] QB 629, [1980] 3 WLR 367, CA; affd [1981] 3 All ER 520, [1982] AC 679, [1981] 3 WLR 766, HL.
Cases also cited
Camilla Cotton Oil Co v Granadex SA [1976] 2 Lloyd's Rep 10, HL.
Cohen v Rothfield [1919] 1 KB 410, [1918-19] All ER Rep 260, CA.
Connolly Bros Ltd, Re, Wood v Connolly Bros Ltd [1911] 1 Ch 731, CA.
Diamond v Bank of London and Montreal Ltd [1979] 1 All ER 561, [1979] 1 QB 333, CA.
Settlement Corp v Hochschild [1965] 3 All ER 486, [1966] Ch 10.
Appeal
The defendant, Maurice Bloch, appealed against the order of Sir Douglas Frank QC, sitting as a deputy judge of the High Court, made on 30 November 1981 whereby he ordered, inter alia, that the defendant be restrained until judgment of the action or until further order whether acting by himself, his servants or agents from further prosecuting in respect of the first plaintiffs, Smith Kline & French Laboratories Ltd (the English subsidiary), and the second plaintiffs, Smith Kline Corp (the American parent company), or either of them the claim which had been filed against them and which was pending in the Court of Common Pleas of Philadelphia County, Pennsylvania in the United States of America and from making any claim whatsoever outside the jurisdiction of the court in respect of the licensing agreement entered into between the English subsidiary and the defendant on 10 April 1974. The facts are set out in the judgment of Lord Denning MR.


Colin Ross-Munro QC and Robert Englehart for Mr Bloch.
Anthony Walton QC and David Eady for the English subsidiary and the American parent company.
Cur adv vult
13 May 1982. The following judgments were delivered.

LORD DENNING MR.
As a moth is drawn to the light, so is a litigant drawn to the United States. If he can only get his case into their courts, he stands to win a fortune. At no cost to himself, and at no risk of having to pay anything to the other side. The lawyers there will conduct the case 'on spec' as we say, or on a 'contingency fee' as they say. The lawyers will charge the litigant nothing for their services but instead they will take 40% of the damages, if they win the case in court, or out of court on a settlement. If they lose, the litigant will have nothing to pay to the other side. The courts in the United States have no such costs deterrent as we have. There is also in the United States a right to trial by jury. These are prone to award fabulous damages. They are notoriously sympathetic and know that the lawyers will take their 40% before the plaintiff gets anything. All this means that the defendant can be readily forced into a settlement. The plaintiff holds all the cards. If you wish to know how it is all done, you should read Castanho v Brown & Root (UK) Ltd [1981] 1 All ER 143, [1981] AC 557. There a Portuguese sailor was badly injured at Great Yarmouth in England. It was an American ship. He started an action in England but was persuaded by American lawyers to take proceedings in the United States. I was against it (see [1980] 3 All ER 72 at 76-83, [1980] 1 WLR 833 at 849–858). But when it got to the House of Lords they allowed the litigant to go ahead in the United States (see [1981] 1 All ER 143, [1981] AC 557). His American lawyers won a huge settlement to the profit of the litigant and of course for themselves as well. You should
[1983] 2 All ER 72 at 75
also read Piper Aircraft Co v Reyno (1981) 454 US 235 decided on 8 December 1981 by the Supreme Court of the United States. A small commercial aircraft crashed in Scotland, killing all six Scottish people on it. The propellers had been manufactured in the United States. The widows and children were persuaded by lawyers in the United States to bring proceedings there against the manufacturers of the propellers, alleging that they were faulty. No doubt the lawyers had their eyes on the heavy damages and their contingency fees. The Supreme Court of the United States refused to allow the proceedings to continue in the United States. They should have been brought in Scotland, which was the only appropriate forum.
Now we have another case of that ilk. Dr Maurice Bloch lives in England. He has a complaint against an English company. He says that they broke their contract with him. It was an English contract governed by English law. The obvious place where it should be tried is in England. Yet he has gone to American lawyers and they have found an excuse for bringing it in the United States. It is because the English company was a wholly-owned subsidiary of an American corporation. So the American lawyers for Dr Bloch have brought an action in the United States courts against the English subsidiary and its American parent, hoping, no doubt, to get a good settlement out of it, both for themselves and Dr Bloch, at no cost to him.
Now here is the twist in the story. The English company and its American parent wish to stop the proceedings in the United States courts. They want to nip them in the bud. They have applied to the United States courts to stop them. But with no success so far there. An American judge has made an order allowing Dr Bloch to go ahead with the proceedings in the United States court.
Having been thus rebuffed in America, the English subsidiary (and now its American parent) have applied to the English court. They ask us to issue an injunction against Dr Bloch to restrain him from proceeding in the United States. They say that he is quite at liberty to sue them in England if he is so advised, in which case they will defend themselves. But he should not be allowed to go on in the United States. I may say that, even in England, Dr Bloch is 'sitting pretty' anyway. He has got legal aid with the result that all his costs here will be paid by the legal aid fund.
At the moment the English High Court has acceded to the request of the English subsidiary and its American parent. It has issued an injunction against Dr Bloch stopping him from going on with his proceedings in the United States court; he now appeals to this court.
Now there is yet a further twist. Dr Bloch has asked the United States court to issue a counter-injunction against the American parent to stop it from coming to the English court; and an American judge has made the order.
It is apparent from this account of proceedings that there is a conflict of jurisdiction between our courts here in England and the courts in the United States. This is much to be regretted. In the interests of comity, one or other must give way. I wish that we could sit together to discuss it. But, as that is not possible, I propose to put the case forward, as we see it here, in the hope that we may come to an agreed solution.
Let me first give the background. It arises out of the use of drugs in medicine. Doctors prescribe drugs for diseases of all kinds. These drugs are made by pharmaceutical multi-national companies. One of them is the Smith Kline group. The parent company is incorporated in Pennsylvania with its head office in Philadelphia. It has wholly-owned subsidiaries all over the world. One of them is the English subsidiary, Smith Kline & French Laboratories Ltd.
In order to keep ahead, the Smith Kline group are much concerned to promote research and development into new drugs. One of the drugs they developed was called 'Dyazide' in America. Another drug they developed was called 'Tagamet' in England. They have proved very successful in treating stomach ulcers.
Now in England there is a research worker called Dr Maurice Bloch. He has worked in hospitals and for drug companies. From 1971 to 1973 he was employed by the well-known firm of May & Baker on clinical research. After leaving them, he approached the English subsidiary of Smith Kline. He told them that he had a good idea. It was to use
[1983] 2 All ER 72 at 76
magnesium compounds for treating stomach complaints. The English subsidiary thought he was worth a trial. So they engaged him as a medical adviser. They agreed to treat all his ideas and information as confidential. He showed such promise that he ceased to be their employee and became a consultant. By a written agreement of 10 April 1974 he gave them a licence to use his information worldwide. They agreed to pay him a royalty of 2% on worldwide net sales for 15 years from the date of first marketing of any drugs. They paid him Ł10,000 cash down as an advance against future royalties. The agreement contained this important provision:
'Registration and Marketing All decisions on registration and marketing of products will be the exclusive responsibility of SK&F [the English subsidiary]. (a) If SK&F make a decision not to proceed with further development in the U.K. or not to apply for a product licence under the Medicines Act, they will hand over to M.B. [Dr Bloch] the development work to date, and give up their exclusive rights under this agreement … '
From 1973 to July 1976 Dr Bloch did research work for the English subsidiary. He developed many drugs made of magnesium compounds and arranged for them to be tried out in leading hospitals in London, Bristol, Southampton, Manchester, Salisbury, Glasgow and Dundee. Dr Bloch was himself in control.
In July 1976 there was an important meeting in Philadelphia of a committee which advised the group on the development of various products. They decided that Dr Bloch's products were not likely to be a success. The managing director of the English subsidiary told Dr Bloch that, as he stated—
'the committee had decided that the development of the products should not be supported financially and that the products were not a commercial proposition. After this … I ceased to work for the English subsidiary … '
The English subsidiary did, however, continue the trials in hospitals.
After leaving the English subsidiary, Dr Bloch went back to May & Baker. He worked for them as a senior clinician from October 1976 to November 1979. He was then dismissed by May & Baker because he did not apply himself to the tasks allotted to him. He spent too much time in lengthy argument. He complained to an industrial tribunal that he had been unfairly dismissed by May & Baker. The hearing took nine days. The tribunal rejected his complaint. They held unanimously that 'having given him very great latitude over a long period, his conduct was sufficient to justify his dismissal'.
Meanwhile the English subsidiary had been receiving reports of the trials. They proved disappointing. So on 5 February 1980 the English subsidiary wrote to Dr Bloch:
'I write with reference to the Magnesium containing compounds, the subject of our Agreement dated the 10th April 1974. We have now received a report that the last ongoing trial has been finished, which proved disappointing. In view of the fact that it was not possible for clinical trialists to find enough patients with Magnesium deficiency and the data is not sufficient to justify a further application for a product licence, we have decided not to continue further development work. Accordingly, we are giving up our exclusive rights under the Agreement. This will allow you to enter into other arrangements.'
So here was Dr Bloch dismissed by May & Baker and his products discarded by Smith Kline. What was he to do? He had been in touch with English solicitors as far back as 1976, but they foresaw difficulties in litigation in England. So he turned to American lawyers. They advised him to bring an action in the United States, both against the English subsidiary and the American parent. He instituted it on 16 May 1980. He is quite frank about his reasons:
'… there were financial considerations in that litigation in this Country would undoubtedly involve me in substantial expense; on the other hand, if American lawyers agreed to take on my case, they would be prepared to do so in accordance with American legal practice for a contingency fee so that they would be remunerated out of any damages which I might recover.'
[1983] 2 All ER 72 at 77
If Dr Bloch had attempted to sue the English subsidiary alone in America, the United States courts would not have entertained it for one moment. So he had to bring in the American parent as a defendant to the American proceedings. He alleged that:
(1) The American parent was the principal in his contract with the English subsidiary and liable for a breach of contract by the English subsidiary. For this he claimed damages of $US40,000,000.
(2) The American parent and English subsidiary had been guilty of false representation in saying that they intended to market the plaintiff's product whereas they never intended to do so. They intended to keep it out of the market so that it should not be in competition with their own existing product, 'Dyazide'. For this he claimed another $US40,000,000 damages.
(3) The American parent had improperly interfered with the contract by the English subsidiary with Dr Bloch. More damages of $US40,000,000.
(4) The American parent and the English subsidiary had intentionally inflicted emotional distress on Dr Bloch for which he was entitled to punitive damages of another $US40,000,000.
If you consider each of those four claims, you will see at once that if Dr Bloch had any cause of action at all he could perfectly well have started it in England against the English subsidiary alone and got all the damages to which he was justly entitled. If he had sought to sue the American parent in England, he would not have got leave to serve it out of the jurisdiction, because he had no semblance of a cause of action against them. At any rate he would not have a good arguable case for these reasons:
(1) The contract was made by Dr Bloch with the English subsidiary in its own name. That is a factor showing that it was intended that the English subsidiary should be the party to the contract. When that is coupled with the additional factor that 'all decisions on registration and marketing of products will be the exclusive responsibility of SK&F' (that is of the English subsidiary), it is plain that only the English subsidiary is liable for the breach, if any, of the contract. The American parent is not liable. The latest case on this subject here is Teheran-Europe Co Ltd v S T Belton (Tractors) Ltd [1968] 2 All ER 886, [1968] 2 QB 545.
(2) There is nothing to warrant the suggestion that the English subsidiary and the American parent were from 1974 guilty of conspiracy and fraud, or that they intentionally duped Dr Bloch with the belief that they would develop his project, when they intended never to do so. That is a suggestion made without any evidence to support it. It is decisively refuted by the fact that from 1974 onwards Dr Bloch was himself in control of the research and development of his product at the many hospitals and so forth. No doubt he developed it to the best of his ability.
(3) and (4) The claims for inducing breach of contract and emotional distress have no substance whatever.
To my mind this claim of Dr Bloch against the American parent is a device, adopted by American lawyers, so as to get the case into the United States courts, where they will get contingency fees and force a settlement. Such a device ought not to be allowed to succeed. I trust that our courts on both sides of the Atlantic will not allow it.
The law
It often happens that a plaintiff is entitled to bring proceedings in two or more jurisdictions. Sometimes it is said that the choice is his. He can choose whichever of them suits him best. If he can get more damages in one than he can in the other, then good luck to him. Let him go there. If he will be met by a time bar in one and not in the other, let him go to the one where he is not barred. If it is more convenient for the plaintiff in one than it is for the defendant, then the plaintiff can choose. You need not spin a coin between the two contestants. It always comes down in favour of the plaintiff, so it is said, unless the defendant can prove that it would work an injustice to him. That was the way the English Court of Appeal approached the problem in St Pierre v South American Stores (Gath & Chaves) Ltd [1936] 1 KB 382, [1935] All ER Rep 408 and the Supreme Court of Illinois approached it in James v Grand Trunk Western Railroad Co (1958) 152 NE 2d 858. Once a plaintiff institutes an action in accordance with this prior
[1983] 2 All ER 72 at 78
claim of his, then no court in a rival jurisdiction should grant an injunction to prevent the plaintiff from exercising and pursuing his action to its determination. This is the only way, it is said, to avoid unseemly conflict and to ensure comity.
The basis of all this reasoning has now been removed. In England by the House of Lords in MacShannon v Rockware Glass Ltd [1978] 1 All ER 625, [1978] AC 795. In the United States by the Supreme Court in Piper Aircraft Co v Reyno (1981) 454 US 235. The plaintiff has no longer an inborn right to choose his own forum. He no longer wins the toss on every throw. The decision rests with the courts. No matter which jurisdiction is invoked, the court must hold the balance between the plaintiff and the defendant. It must take into account the relative advantages and disadvantages to each of them: not only the juridical advantages and disadvantages, but also the personal conveniences and inconveniences: not only the private interests of the parties but also the public interests involved. The court decides according to which way the balance comes down. This was the approach of the House of Lords in MacShannon v Rockware Glass Ltd, where it was much to the juridical advantage of the plaintiff to bring his action in England, where he would get higher damages, but the natural forum was Scotland. It was in the public interest that a Scottish case should be tried in Scotland. So he was bound to go to Scotland. His action in England was stayed. It was also the approach of the Supreme Court of the United States in Piper Aircraft Co v Reyno, where it was much to the juridical advantage of the plaintiffs that they should sue in Pennsylvania, where they would get higher damages and the lawyers would get contingency fees. But the public interest was against trial in the United States. If claims such as these aircraft claims were all to be brought in the United States, it would involve far too great a commitment of judicial time and resources. Scotland was the natural forum. The public interest favoured Scotland. So the trial should take place there.
By contrast, in Castanho v Brown & Root (UK) Ltd [1981] 1 All ER 143, [1981] AC 557 the plaintiff had an undisputed claim for damages against a Texan-based group of companies. The only question at issue was quantum. The plaintiff had a legitimate advantage in suing in Texas where he could get such damages as a Texan court thought appropriate. Although I took the other view, the House of Lords held that the balance came down clearly in the plaintiff's favour (see [1981] 1 All ER 143 at 152, [1981] AC 557 at 577).
Holding the balance
In our present case Dr Bloch is resident in England. He works in England. He sues on a contract with an English company which was made in England and is governed by English law. The witnesses are mostly in England. The natural forum is England beyond any doubt. The public interest requires that so English a dispute should be tried in England, to which it belongs rather than in the United States.
It would, no doubt, be an advantage to Dr Bloch to sue in the United States, because he would there get higher damages, trial by jury and lawyers on contingency fees. But that is not a legitimate advantage. It is an illegitimate advantage. Even putting it into the scale, the balance comes down clearly in favour of England.
Injunction
Once the English court decides that the dispute should be tried in England and not in the United States, then it is open to the court to issue an injunction against Dr Bloch restraining him from continuing his proceedings in the courts of the United States. No doubt this jurisdiction should be exercised with caution, but that it can be done there is no doubt. It was affirmed by the House of Lords in the Castanho case [1981] 1 All ER 143 at 149, [1981] AC 557 at 572–573.
I have no doubt that this is a case where the court should grant an injunction against Dr Bloch so as to restrain him from continuing with the proceedings in the United States courts. He will, of course, be able to make his claim in the English courts, either by a fresh action, or by a counterclaim in the present action. He has the benefit of legal aid; so he can get justice in this country beyond all doubt. That is the right way of it.
[1983] 2 All ER 72 at 79
Further twist
It now appears that as long ago as 21 July 1975 Dr Bloch assigned his rights under the agreement of 10 April 1974 to a trust of which the trustees were domiciled in England and resident in England. This assignment was made in England and was governed by English law. Due notice of it was given to the English subsidiary. As a result of this twist, it is quite clear that Dr Maurice Bloch had no right himself whatever to sue for breach of the agreement.
On this assignment being discovered, the American lawyers sought to rectify the error. They started a second action in the United States courts, but this time in the name of the trustees, making the same claims that Dr Maurice Bloch had done against the American parent and the English subsidiary.
The American lawyers also started in the United States courts an anti-trust suit in the names of the trustees and Dr Bloch against the American parent, the English subsidiary and an American subsidiary.
In answer, the American parent, the English subsidiary and an American subsidiary started in the English courts a second English action. This time it was against the trustees, claiming an injunction to stop them going on with the second American action.
All these writs and proceedings disclose a very regrettable state of affairs, financed on the Bloch side in the United States by contingency fees and in England by legal aid. In one country or another it is an abuse of the process of the courts. To my mind it is high time that all this litigation should be brought to an end, save that Dr Bloch and his trustees should be permitted to make a claim in England against the English subsidiary if so advised. Everything else should be stopped.
Conclusion
Seeing that England is the natural and proper forum for any proceedings that Dr Maurice Bloch is advised to bring, I would grant an injunction against him personally to stop him from going on with any proceedings in the United States. I would grant it at the instance not only of the English subsidiary but also of the American parent. Seeing that both are being harassed in the United States courts, both should be able to come to these courts to stop it. The like is the position with regard to the trustees.
I would thus uphold the decision of Sir Douglas Frank and dismiss the appeal.

ACKNER LJ.
The foundation of this litigation is an agreement made in England on 10 April 1974 between an English company, the first respondents to this appeal, referred to hereafter as 'the English subsidiary', and Dr Maurice Bloch, the appellant, who is a British subject resident in this country and employed at the time by the English subsidiary. Dr Bloch is a doctor of medicine and a research clinician, having worked for many years in the pharmaceutical industry for different drug companies. Before Dr Bloch became employed by the English subsidiary, he had done work on the pharmaceutical uses of magnesium-containing compounds, referred to as the 'products' in the agreement. In August 1973 he entered into a confidential agreement to enable the English subsidiary to investigate his work, with a view to entering into a licensing agreement and this is referred to in the recitals to that agreement. Under the agreement Dr Bloch licensed the English subsidiary to produce and market the products worldwide in consideration of the payment of a royalty on sales. The agreement also provided for the termination of his employment with the English subsidiary and his appointment as a consultant. There is only one clause in the agreement to which I need make specific reference, and that is cl 8:
'Registration and Marketing All decisions on registration and marketing of products will be the exclusive responsibility of SK&F [the English subsidiary]. (a) If SK&F make a decision not to proceed with further development in the U.K. or not to apply for a product licence under the Medicines Act, they will hand over to M.B. [Dr Bloch] the development work to date, and give up their exclusive rights under this agreement. (b) If SK&F obtain a product licence but do not market a product
[1983] 2 All ER 72 at 80
in the U.K. covered by this agreement within twelve months of the grant of such a licence, they will hand the technical data to M.B. on which the application was based and give up their exclusive rights under this agreement. (c) If within three years from the date of marketing in the U.K. a company in the SK&F group has not marketed or applied for registration of a product covered by this agreement in any overseas country, nor sub-licensed such a product resulting in its marketing in the country, SK&F will give up their exclusive rights to such country under this agreement.'
In September 1975, pursuant to the terms of the agreement, Dr Bloch's employment was terminated and he was appointed a consultant to the English subsidiary. In 1976 his consultancy was terminated. Thereafter he became employed by May & Baker Ltd, in whose employment he remained for the next three years. On 5 February 1980 the English subsidiary wrote to Dr Bloch as follows:
'I write with reference to the Magnesium containing compounds, the subject of our Agreement dated the 10th April 1974. We have now received a report that the last ongoing trial has been finished, which proved disappointing. In view of the fact that it was not possible for clinical trialists to find enough patients with Magnesium deficiency and the data is not sufficient to justify a further application for a product licence, we have decided not to continue further development work. Accordingly, we are giving up our exclusive rights under the Agreement. This will allow you to enter into other arrangements.'
Dr Bloch alleges that the English subsidiary broke the terms of the agreement. He maintains that there was an implied obligation on them to develop and market the products within a reasonable time and that this obligation remained in force until the exclusive rights were returned under cl 8(a) of the agreement. He further maintains that there was an implied obligation that the English subsidiary would act in good faith and would not carry out 'merely token development in order to preserve its exclusive rights for a collateral purpose, such as protecting other Group products from competition'. He asserts that in breach of the implied obligations the English subsidiary did not develop the products, nor did it ever intend so to do, but at the most carried out merely token developments in order to retain its exclusive rights and to preserve the market for a highly profitable drug, marketed by the group, called Dyazide. The English subsidiary deny that they have committed any breaches of the agreement, either as alleged or at all.
England is undoubtedly the natural forum for litigating this dispute. To adopt and slightly to adapt the observation made by Stephenson LJ in MacShannon v Rockware Glass Ltd [1977] 2 All ER 449 at 453, [1977] 1 WLR 376 at 382 (when that case was heard in the Court of Appeal) and repeated in the House of Lords by Lord Salmon ([1978] 1 All ER 625 at 634 [1978] AC 795 at 817): 'Anyone with nothing but common sense to guide him would say the action ought to be tried in England.' In addition to the points already made, it is common ground that the proper law of the contract is English law and the deputy judge was satisfied that a large number of doctors at various hospitals in England and Scotland engaged in clinical trials and a number of officials of the Department of Health and Social Security would be required to be called. How then does the problem arise?
On 16 May 1980 Dr Bloch caused a complaint to be filed in the Court of Common Pleas of Philadelphia County, Pennsylvania, USA, not only against the English subsidiary but against the parent company, a Philadelphian company, the second respondents to this appeal. The basis of the claim against the parent company is that the English subsidiary in entering into the licensing agreement was acting solely as agent for the American parent which controlled the Smith Kline group of companies; alternatively, if the contract was with the English subsidiary, the American parent produced and/or induced the breach. As counsel for the appellant succinctly put it, the English subsidiary were merely puppets who were operated by the American parent company, with whom
[1983] 2 All ER 72 at 81
the contract was in fact and in law made and who dictated the decisions which caused the breaches of contract relied on.
Dr Bloch, in his affidavit, has given a number of reasons for commencing the proceedings in America, some of which are more convincing than others. The first reason he puts forward is that it was the American parent which was effectively controlling the development of the products and which had taken the major decisions. This cannot in itself be a reason on its own, but must be connected with his second reason, which was that his former English solicitors advised him that litigation would and should involve the American parent, but that there might be difficulties of jurisdiction over the American parent in this country. Such difficulties are, and always have been, more imaginary than real, since the American parent is entirely content to accept the jurisdiction of the English courts.
His third reason sounds a more acceptable note. He says:
'… there were financial considerations in that litigation in this Country would undoubtedly involve me in substantial expense; on the other hand, if American lawyers agreed to take on my case, they would be prepared to do so in accordance with the American legal practice for a contingency fee so that they would be remunerated out of any damages which I might recover.'
He might well have added, since this is well known, that in America the costs which an unsuccessful party has to pay his successful opponent are limited virtually to court fees. He does, however, under the heading of 'Substantial Juridical Advantages' refer to the exemplary damages and the damages for mental distress which he claims are recoverable in the American courts and which, in the American proceedings, are set as $US160,000,000 (that is $40,000,000 in respect of each of four separate causes of action).
He also points out that in Philadelphia the action would be tried before a judge and jury, which he considers to be more appropriate as his case, he claims, essentially depends on an assessment of the good faith of the conduct of the various persons involved. However, in the next but one paragraph in the same affidavit, while accepting that English law may well be the proper law of the contract, he states that his case does not raise any difficult questions of English law, but 'rather depends on detailed factual analysis'. This, I would have thought, is a clear contra-indication of its suitability for jury trial.
I can thus well understand and sympathise with the view expressed by Sir Douglas Frank, who said:
'I suspect that the parent company has been joined solely for the purpose of providing a pretext for instituting proceedings in the United States.'
He concluded that the alleged juridical advantages to Dr Bloch of a trial in Pennsylvania, to which I will refer later in greater detail, were, at the best, speculative and that the true advantage to him was extra-juridical, namely that the prospect of having to meet a very heavy bill of costs might coerce the companies into negotiating the payment of a large sum in settlement.
The English subsidiary issued a writ on 7 November 1980 claiming:
'1. An injunction to restrain the Defendant [Dr Bloch] whether acting by himself, his servants or agents or otherwise howsoever from further prosecuting in respect of the Plaintiff companies or either of them the claim which has been filed against them and which is currently pending in the Court of Common Pleas of Philadelphia County, Pennsylvania, United States of America and from making any claim whatsoever outside the jurisdiction of this Court in respect of the licensing agreement …
2. Declarations to the following effect:—that the proper law of the said agreement is that of England; and that the First Plaintiffs [the English subsidiary], having acted in good faith and having taken all proper steps in accordance with the said agreement
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towards the development of the Defendant's product but without success, were entitled to determine the said agreement and that they have validly and lawfully determined the same in accordance with their letter dated 5th February 1980.'
Counsel for Dr Bloch accepts that the court has power to grant the two declarations sought, but he claims that they are artificial declarations which are unlikely to be granted. They provide only, he claims, a procedural hook on which to hang the claim for the injunction. I cannot accept this submission. Dr Bloch having commenced his proceedings in Philadelphia, the only declaration which the English subsidiary can then properly seek must be in the nature of a declaration of non-liability. That such a declaration is permissible is clearly established in Guaranty Trust Co of New York v Hannay & Co [1915] 2 KB 536, [1914-15] All ER Rep 24.
It is common ground that the court has power to make the order sought. In Castanho v Brown & Root (UK) Ltd [1981] 1 All ER 143 at 149, [1981] AC 557 at 572–573 Lord Scarman, with whose speech Lord Wilberforce, Lord Diplock, Lord Keith and Lord Bridge agreed, dealt with the question of jurisdiction in these terms:
'Injunction, being an equitable remedy, operates in personam. It has been used to order parties amenable to the court's jurisdiction “to take, or to omit to take, any steps and proceedings in any other court of justice whether in this country or in a foreign country”: Leach V-C in Bushby v Munday (1821) 5 Madd 297 at 307, [1814-23] All ER Rep 304 at 306. The English court, as Leach V-C went on to say, “does not pretend to any interference with the other court; it acts upon the defendant by punishment for his contempt in his disobedience to the order of the court“. The jurisdiction, which has been frequently exercised since 1821, was reviewed by the Court of Appeal in Ellerman Lines Ltd v Read [1928] 2 KB 144, [1928] All ER Rep 415. Scrutton LJ in that case quoted with approval a passage from the judgment of Lord Brougham LC in Lord Portarlington v Soulby (1834) 3 Myl & K 104 at 107, [1824-34] All ER Rep 610 at 611, where Lord Brougham LC affirmed that “the injunction was not directed to the foreign Court, but to the party within the jurisdiction here“. I would not, however, leave Ellerman's case without a reference to the warning of Eve J ([1928] 2 KB 144 at 158, [1928] All ER Rep 415 at 422): “No doubt, the jurisdiction is to be exercised with caution … “'
Counsel for Dr Bloch very properly does not suggest that to grant an injunction in the circumstances of this case against Dr Bloch would be useless, a mere brutum fulmen. We are clearly entitled to proceed on the basis that Dr Bloch will obey the order of the court.
It is further common ground that the principles governing the exercise of the court's discretion are the same whether the remedy sought is a stay of English proceedings or a restraint on foreign proceedings: see again per Lord Scarman in the Castanho case [1981] 1 All ER 143 at 150, [1981] AC 557 at 575. In my judgment, Sir Douglas Frank has rightly transposed into the context of this case Lord Diplock's formulation of the principle to be found in the MacShannon case [1978] 1 All ER 625 at 630, [1978] AC 795 at 812. To justify the grant of the injunction it has to be established (a) that the English court is the forum to whose jurisdiction Dr Bloch is amenable and in which justice can be done at substantially less inconvenience and expense, and (b) that the injunction must not deprive Dr Bloch of a legitimate personal or juridical advantage which would be available to him in the American proceedings.
I have avoided any reference to the question of onus, which is discussed in some little detail by Robert Goff J in Trendtex Trading Corp v CrŽdit Suisse [1980] 3 All ER 721 at 734, since the answers to questions raised by this formulation are quite clear.
I have already pointed out that England has an overwhelming connection with the dispute. It is the natural forum, to whose jurisdiction not only the English subsidiary and Dr Bloch are amenable, but whose jurisdiction, as stated above, has been accepted by the American parent. I entirely accept the judge's view that justice can be done here at substantially less inconvenience and expense.
I have already referred to some of the alleged juridical advantages to Dr Bloch of
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proceeding in Philadelphia. I need make no further reference to jury trial. As regards his claim to punitive damages and damages for mental distress, Professor Gorman, a professor of law and associate dean at the University of Pennsylvania Law School, rejects the proposition that the amount of damages recoverable in England is likely to be considerably less than in Philadelphia. For the reasons he gives in his impressive affidavit, he concludes that the Pennsylvanian courts would apply English law to the measure of damages, including the availability of exemplary damages and damages for emotional distress, both in the contract claim and in the tort claims asserted by Dr Bloch. Like the judge, I do not consider that the professor's evidence is diminished by the suggestion made by Mr O'Neill, an experienced lawyer practising in Philadelphia, that there could be additional evidence, of an unspecified kind, which could give rise to the possibility of applying Pennsylvanian law of damages.
As to the conduct of the proceedings in this country, Dr Bloch's concern that he would be in the position of a counterclaiming defendant and could be prejudiced by a plea of the Limitation Acts is no longer a practical problem in view of the undertaking not to invoke those Acts. Dr Bloch can, if he desires, start separate proceedings, seek consolidation and claim the conduct of those proceedings. The only other juridical advantage claimed is the pre-trial procedure, which he maintains will be a great assistance in the prosecution of his claims. If there is validity in the claims made by Dr Bloch, the provisions for discovery and interrogatories in the English procedure should be wholly adequate for his purposes. Maybe the American provisions for pre-trial depositions, enabling what these courts might characterise as a 'fishing operation', will establish somewhat earlier, if this were to be the case, that the claims have little or no validity, but I cannot attribute to this juridical advantage a decisive weight in this 'critical equation', as so described by Lord Wilberforce in The Atlantic Star, Atlantic Star (owners) v Bona Spes (owners) [1973] 2 All ER 175 at 194, [1974] AC 436 at 468. If they are to be resorted to merely to enable Dr Bloch to 'try his luck', I cannot accept such an advantage is a legitimate one.
I therefore wholly agree with the judge that, if the American parent company were not a party to the English proceedings for the injunction and declaration, there would be no need for hesitation before granting the injunction.
It is important to have regard to what happened shortly before the conclusion of the proceedings in the court below. Counsel for Dr Bloch drew attention to the fact that, although the claim was only made by the English subsidiary, the injunction sought was to restrain not only the prosecution of the American proceedings, but also 'making any claim whatsoever outside the jurisdiction in respect of the licensing agreement'. Counsel for Dr Bloch submitted to Sir Douglas Frank that this part of the injunction was aimed at preventing Dr Bloch from proceeding not only against the English subsidiary in America, but also against the parent company. He accordingly submitted that the parent company ought to be added as a plaintiff in the English proceedings and this suggestion was then adopted by the English subsidiary. Hence the very late amendment to the writ, which took place shortly before the judge reserved his judgment.
In my judgment, it was unnecessary to add the American parent as an additional plaintiff to the English proceedings. It has provided Dr Bloch with the cri de coeur: how can it be right for an English court to seek to prevent the continuance of proceedings in Philadelphia against a Philadelphian company, when it is accepted that the Philadelphian court has jurisdiction to entertain the suit? The answer to that question is that what Dr Bloch, a British subject resident in this country, is seeking to do in relation to a contract which he made in England with an English company, to be performed in England and allegedly broken in England, is to enforce that contract in proceedings in Philadelphia, where on the available material it appears that the American parent company had been joined solely for the purpose of providing a pretext for instituting proceedings in that jurisdiction. The judge was thus wholly entitled to grant an injunction in favour of the English subsidiary in the terms sought, restraining Dr Bloch from further prosecuting the claim currently pending in Philadelphia against the English subsidiary and from making any claim whatsoever outside the jurisdiction in respect of the licensing agreement. Thus Dr Bloch, who is amenable to the English courts, is obliged to confine
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his litigation in respect of the licensing agreement to the English courts. The American parent having accepted the jurisdiction of the English courts and Dr Bloch having been granted legal aid, he has no legitimate complaint in being obliged to resort to the natural forum for this litigation.
I should just say a word or two about one of the other actions pending in the Philadelphian courts. It became apparent in the course of the English proceedings that, on 21 July 1975, Dr Bloch had assigned the benefit of his interest under the licensing agreement to trustees, namely Sidney Bloch and Simon Myers Olswang. We were told that Mr Olswang has been replaced by Mr Anthony John Epstein as a trustee and that the beneficiaries under the trust are Dr Bloch and Draydown Finance Ltd, from which company Dr Bloch had obtained a loan. From the above facts it would appear that such rights of action as Dr Bloch may have under the licence agreement have passed to his trustees. This point does not seem to have been appreciated until very recently by the American lawyers. They have not sought to substitute the trustees for Dr Bloch in the action which he commenced in May 1980, but they have taken what counsel for Dr Bloch describes as 'protective proceedings' by the issue, last month in the Philadelphian Court of Common Pleas, of a complaint on behalf of the trustees. This, to my mind, substantially reduces the force of Dr Bloch's contention that the Philadelphian court was thus the court of prior jurisdiction. However, the existence of these proceedings has of course this particular relevance, that, if the trustees are to be the plaintiffs, then a similar order to that originally claimed in the English proceedings, mutatis mutandis, should be made against them. I understand that there are pending proceedings before Sir Douglas Frank to achieve this end.
I would accordingly dismiss this appeal. Dr Bloch should have no difficulty in discharging the injunction which he has obtained in Philadelphia against the American parent. He will thus be able, if he so desires, to claim or counterclaim against the English subsidiary and the American company in the same proceedings in this country.

O'CONNOR LJ.
This is an appeal by the defendant, Dr Bloch, against an order of Sir Douglas Frank QC, sitting as a deputy judge of the High Court, restraining him from prosecuting any proceedings arising out of an agreement in writing dated 10 April 1974 made between Dr Bloch and Smith, Kline & French Laboratories Ltd outside England.
Dr Bloch is a doctor of medicine and an inventor. Smith, Kline & French Laboratories Ltd is the English subsidiary of an American multinational pharmaceutical corporation Smith Kline Inc based in Philadelphia, Pennsylvania. The 1974 agreement between Dr Bloch and the English subsidiary was made in England; Dr Bloch had invented a drug, but it needed a great deal of development and clinical testing. The agreement gave the English subsidiary a sole licence to do this work and to market any resulting product, paying royalties to Dr Bloch. In February 1980 the English subsidiary terminated the agreement, as they were entitled to do. Dr Bloch alleges that the English subsidiary put his invention into cold storage in order to protect the sale of another drug marketed by its American parent and was thus in breach of the agreement. He further alleges that the breach was induced by the American parent; alternatively that the American parent was party to the contract as undisclosed principal of the English subsidiary.
I do not think that there can be any doubt that England is the natural forum for any litigation arising out of this contract. Dr Bloch thought otherwise. He persuaded American lawyers to accept his instructions to pursue a claim against the English subsidiary and the parent company on a contingency fee basis, and on his behalf they commenced proceedings in the Court of Common Pleas for Philadelphia County, Pennsylvania. He claimed $US160,000,000. This was in May 1980. The English subsidiary moved to have the proceedings against them struck out on the ground that the court had no jurisdiction to entertain them, and both the English subsidiary and the parent company asked for a stay on the ground that the forum conveniens for the litigation was England.
In November 1980 the English subsidiary issued a writ asking for a declaration that
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the agreement with Dr Bloch had been properly determined and an injunction to restrain a him from proceeding further with his action in Pennsylvania.
It is not disputed that the court has power to make such an order. The authorities show that it is a jurisdiction which should be exercised with very great caution because, although the injunction operates in personam against someone over whom the English court has jurisdiction, the effect inevitably is to hamstring the proceedings in the foreign jurisdiction: see Castanho v Brown & Root (UK) Ltd [1981] 1 All ER 143 at 149, [1981] AC 557 at 572–573.
Counsel for Dr Bloch submitted that, if an English plaintiff brought an action in a foreign court of competent jurisdiction against a foreign resident therein, the English court should not force him to stay those proceedings and proceed in England unless either the foreign proceedings were brought in breach of contract or the institution of those proceedings is a breach of equity or good conscience. In support of this submission we were referred to Ellerman Lines Ltd v Read [1928] 2 KB 144 at 151–152, [1928] All ER Rep 415 at 417. In that case the court was asked to enjoin the defendant from enforcing a judgment obtained in a foreign court in breach of contract and by fraud. Not surprisingly, in granting the injunction, Scrutton LJ said:
'In such a case, as I understand the decisions, the English Courts have always professed, and asserted, their power to act. They do not, of course, grant an injunction restraining the foreign Court from acting; they have no power to do that; but they can grant an injunction restraining a British subject who is fraudulently breaking his contract, and who is a party to proceedings before them, from making an application to a foreign Court for the purpose of reaping the fruits of his fraudulent breach of contract … The English Courts have therefore clearly jurisdiction to restrain a person who is subject to the English jurisdiction from taking proceedings in a foreign Court in breach of contract and in fraud.'
I can find nothing in that case limiting the jurisdiction to breach of contract and/or fraud; the court was simply dealing with the facts of the case.
Counsel for the Dr Bloch submitted further that, if the foreign proceedings had been started first, the English court ought not to grant the injunction, relying on dicta in Castanho's case. Brandon LJ in the Court of Appeal said ([1980] 3 All ER 72 at 92, [1980] 1 WLR 833 at 870):
'It would always have been open to the plaintiff, if he had been so advised early enough to sue the JMC group [the defendants] in Texas first, and never to have brought any action against them in England at all. If he had done so, the JMC group could not, so far as I can see, have compelled him to sue in England, and would have had to incur the inconvenience and expense of contesting the claim in Texas in any event.
Lord Scarman in the House of Lords said ([1981] 1 All ER 143 at 152, [1981] AC 557 at 576):
'My Lords, on this aspect of the case I find the judgment of Brandon LJ convincing. He found that to restrain the plaintiff from proceeding in Texas would deprive him of a legitimate personal or juridical advantage. I agree. If he had been advised early enough to sue the JMC group in Texas first, they could not have compelled him to sue in England.'
These passages were appropriate to the facts of Castanho's case, but cannot be taken as laying down a rule that the injunction can never be granted against a plaintiff who starts first in the foreign jurisdiction.
I do not think that there are any good grounds for not adhering to what I believe to be the true principle found in the cases. The jurisdiction is to be exercised with caution: see per Eve J in Ellerman Lines Ltd v Read [1928] 2 KB 144 at 158, [1982] All ER Rep 415 at 422, approved by Lord Scarman in Castanho's case [1981] 1 All ER 143 at 149, [1981] AC 557 at 573. The court should look to see in which jurisdiction the cause can be more
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conveniently tried, that is having regard to expense of time and money; that includes the distribution of necessary witnesses and having regard to the proper law of the contract. The court must not deprive the plaintiff by injunction of any legitimate personal or juridical advantage which he would enjoy in the foreign jurisdiction: see per Lord Diplock in MacShannon v Rockware Glass Ltd [1978] 1 All ER 625 at 630, [1978] AC 795 at 812.
In the present case the first criterion must be decided in favour of England as the forum. English law applies, the parties are English (save for the American parent) and there are a large number of witnesses many of them doctors, engaged in research who are all in England where the clinical trials were carried out.
I do not regard the fact that in the United States the case can be prosecuted with minimal risk of costs because of the contingency fee as a juridical advantage. Even if I am wrong about this, Dr Bloch is at no disadvantage in this country because he has legal aid.
It is said that in Pennsylvania exemplary damages could be awarded, which would certainly not be so in England. The affidavits of the American lawyers show that one is reasonably sure that the Pennsylvanian court would apply the English law to the issue of damages and the other only suggests that it is arguable that the court would apply the American rule. I think that the plaintiff must show a real and not a highly speculative possible advantage. Next it is said that discovery, certainly against the American parent, is more thorough and extensive in Pennsylvania than it would be in England (remember that the American parent has undertaken to submit to the jurisdiction in England and not to rely on any time bar); the rules as to discovery are different, but in a case such as this I cannot think that the English rules could or would work any injustice to Dr Bloch.
I thought at one time during the argument that it would not be right to prevent Dr Bloch from prosecuting his suit against the American parent in Pennsylvania. On further consideration I do not think that in so far as that suit arises out of the contract with the English subsidiary it would be right to permit him to do so. I think that Sir Douglas Frank may well be right in thinking that the only reason the American parent is sued is to try and give the Pennsylvanian court jurisdiction in a suit which really has nothing to do with Pennsylvania.
Finally, it is said that it would be an advantage to Dr Bloch to have the case tried by a jury, as it would be in Pennsylvania, and that the damages, if recovered, would be much higher than in England. I do not accept that it is an advantage to have a case like this tried by a jury, and I am not persuaded that the damages that an English court might award would be in any way unfair to Dr Bloch, relieved as he would be of having to pay perhaps 40% of what he recovered to his lawyers.
Lastly, I have considered whether it would be of any help to relieve any dispute between the American court and ourselves if the American parent were removed as a plaintiff in the English suit.
As I have come to the conclusion that the order made by Sir Douglas Frank was right, I do not think it is of any use to remove the American parent. The result of the injunction is that Dr Bloch cannot proceed in Pennsylvania. He is entirely free to proceed in England: he can either proceed by counterclaim in the present action or bring fresh proceedings and consolidate. He is free to ask the court in Pennsylvania to discharge the injunction against the American parent and if he thinks he has any worthwhile claim against it to pursue it in this country.
Iwould dismiss this appeal.
Appeal dismissed with costs. Leave to appeal to the House of Lords refused. Order for costs not to be enforced except on application to the court. Liberty to apply.
Solicitors: Manches & Co (for Dr Bloch); Woodham Smith (for the English subsidiary and the American parent company).
Diana Procter Barrister.