In such a situation, the defendant did not base an interpretive argument in accordance with foreign law, which has implications for the dispute before us. At the same time, and in order to put her mind at ease, it seems that even if we had to resort to English law, it would have been difficult for her to convince her that the stipulation at issue was unique. This is in view of the power disparity between the parties, and the need for distributors in Israel to properly assess the picture of the risks they take upon themselves when entering into an agreement with the defendant in distributing its products. This is a public interest that the local forum must consider, in accordance with local interests and local law, even if the law of contract is applied to the interpretive question (see above in paragraph 36 and below in paragraph 47(b)).
- In any event, when both parties focus their gaze on Israeli law, the dispute will be decided accordingly. I will now turn to this work.
Interpretation of the stipulation at issue
- When we focus our attention on the stipulation on the agenda, it is easy to see the difference between its wording and the one discussed in the matter Lagziel.
התניה שם קבעה כי "All disputes in connection with this invoice or any subsequent sale of or provision of service by [Gandy Digital] to Customer shall be subject to the exclusive jurisdiction of the competent court of Antwerp, Belgium,." (שם, בפסקה 3 לחוות דעתו של כב' השופט שטיין).
לעומת זאת התניה בענייננו קובעת כך: "Each party hereby submits to, and waives any objection to, the jurisdiction of the Courts of England in relation to any claim, dispute or difference that may arise hereunder".
- The plaintiff's stipulation is passive and inactive. This means that the plaintiff, as the person who contracted with the defendant, It subordinates itself to the jurisdiction of the courts in England, and relinquishes any claim against their authority. This is in contrast to the active and unequivocal language that was on the agenda on the matter Lagziel, which determined that all disputes between the parties would be resolved in the competent court in Antwerp, Belgium.
Another difference is that the stipulation in the Lagziel case clearly stipulated that the Belgian court would have exclusive jurisdiction to hear the disputes, and such wording does not exist in the stipulation in the agreement before us.
- And it is still possible to ask, why did the defendant bother to formulate the stipulation in the agreement, if it did not come to ensure that all disputes with its suppliers would be discussed in England? The answer to this question is simple - in doing so, it ensured jurisdiction in England, should the dispute be clarified there. Thus, for example, if the defendant had filed a lawsuit in England against the plaintiff, the latter would have difficulty arguing against the exercise of jurisdiction there. It seems that she would have had a hard time arguing that the English forum was inappropriate, when she agreed to subordinate herself ("submits to, and waives any objection to") to the foreign forum.
This is the logic of many parallel conditions. "A parallel jurisdiction clause seeks to ensure that the forum specified in the stipulation is authorized as far as the parties are concerned to hear a future claim between them. The parties will be interested in a parallel stipulation in a situation where, without the stipulation, the authority of the agreed forum will be in doubt" (Craney, at p. 33).