Executive Summary
- Diageo DV Ltd (Claimant), an English company, seeks an interim anti-suit injunction to restrain Nio S.R.L. (Defendant), an Italian company in liquidation, from pursuing legal proceedings in Milan.
- The dispute arises from a Share Purchase Agreement (SPA) dated 23 November 2023, under which Diageo purchased a category A share in Niococktails s.r.l.
- The Defendant initiated proceedings in Italy over withheld payment of €780,008, which Diageo deducted from a Deferred Payment due under the SPA.
- The Claimant contends the English courts have exclusive jurisdiction under clause 24 of the SPA, while the Defendant relies on an Italian jurisdiction clause in a related Deed of Transfer.
- The English High Court granted the interim anti-suit injunction on 6 August 2025, prioritizing the SPA’s jurisdiction clause and the urgency of the matter.
Sanctions Highlights
- — No sanctions implications identified in the case.
Emerging Risks
- Potential jurisdictional conflicts arising from overlapping jurisdiction clauses in related agreements (SPA vs. Deed of Transfer).
- Risk of increased litigation costs and procedural delays if parallel proceedings continue in Italy.
- Possible enforcement challenges if the Defendant resists the English court’s injunction or contests service validity.
- The Defendant’s liquidation status may complicate recovery and enforcement of claims.
Geopolitical Impact
- The case underscores the primacy of English commercial law and courts in cross-border disputes involving EU and UK parties post-Brexit.
- Highlights ongoing legal frictions between UK and EU jurisdictions, specifically Italy, in enforcing jurisdiction agreements.
- Reinforces the role of the 2005 Hague Convention on Choice of Court Agreements in supporting English jurisdiction clauses internationally.
- Reflects broader US-linked commercial interests via Proximo Spirits Inc and McGregor Sports and Entertainment LLC, indicating transatlantic business ties.
Economic Intelligence
- The dispute involves significant sums: €2.75 million Completion Payment, €1.25 million Deferred Payment, and potential Exit Payment of at least €1 million.
- The withheld amount (€780,008) relates to a $1 million settlement with third parties (Proximo and McGregor entities) over threatened claims of up to $12 million.
- The case illustrates financial risks in M&A transactions involving contingent liabilities and indemnities.
- The outcome may influence future contract drafting and risk allocation in cross-border share purchase agreements.
Strategic Recommendations
- Litigants should ensure clear, consistent jurisdiction clauses across all related agreements to avoid parallel proceedings.
- Parties must rigorously comply with service and procedural rules to prevent challenges to jurisdiction and injunctions.
- Monitor developments in Hague Convention applications post-Brexit for enforcement of jurisdiction agreements.
- Consider early dispute resolution mechanisms to mitigate costs and delays in multi-jurisdictional disputes.
- Assess the impact of liquidation status on enforcement strategies and potential recovery of withheld payments.
---
**Source Notes:**
*Sanctions Intelligence Digest* — [Diageo DV Ltd v Nio SRL [2025] EWHC 2109 (Comm)](https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/2109.txt)