In UniCredit Bank GmbH v RusChemAlliance LLC [2025] EWCA Civ 99, the Court of Appeal (CoA) varied a final anti-suit injunction (ASI) that it previously granted to UniCredit against RusChemAlliance (RCA). The judgment follows the Supreme Court’s (SC) decision last year in the same case, on which we previously commented, which confirmed that the English court is able to grant ASIs in support of foreign arbitrations. 

In this latest decision, following an application by UniCredit, the CoA varied its own ASI so that the injunctive relief restraining RCA from pursuing court proceedings in Russia, is discharged. 

Background

The dispute relates to advance payment guarantees (Guarantees) issued by UniCredit (amongst others) to RCA in relation to a construction project. Following the imposition of sanctions and termination of the construction contract, RCA made demands under the Guarantees for recovery of advance payments. UniCredit declined to pay due to financial sanctions. 

In early 2024, the CoA granted a final ASI to UniCredit, to restrain RCA from breaching the arbitration agreement in the Guarantee, which provided for any disputes under the Guarantee to be referred to ICC arbitration seated in Paris. The CoA’s final ASI was upheld on appeal to the SC.

Developments

Notwithstanding the SC’s decision, in December 2024 RCA secured a ruling from the Russian Arbitrazh court prohibiting UniCredit from initiating or continuing any proceedings outside Russia, requiring Unicredit to “take all measures within its control” to “cancel the effect of” the English ASI and imposing a potential €250m penalty on UniCredit for non-compliance (the Russia Ruling). 

The Russia Ruling presented a material risk to UniCredit, given that it has assets in Russia. Faced with this risk, UniCredit applied to the CoA to revoke or vary the ASI. 

Decision

The CoA considered five points.

• Risk of penalty: The CoA acknowledged the real risk that UniCredit could face severe financial penalties if it did not comply with the Russia Ruling. The Russia Ruling required UniCredit to “take all measures within its control”, which should not require UniCredit to go beyond applying to the CoA. Nevertheless, the CoA accepted that if it did not accede to UniCredit’s application there would still be a risk of financial penalty, as it could not predict how the Russian court would judge whether UniCredit had taken all measures within its control to cancel the ASI.
• Power to vary a final order: The CoA confirmed the English court’s general management powers under Civil Procedure Rule (CPR) 3.1(7) include the power to vary or revoke a final ASI, where the application was made by Unicredit and supported by RCA. Find the reasons listed below.
  • Final ASIs inevitably form part of complex jurisdictional disputes and there is nothing to suggest that the fact an ASI is final rather than interim makes it impossible to discharge. 
  • This is private litigation between commercial parties. It would be a strange outcome if the party that had obtained the ASI could not asked for it to be discharged.
  • In jurisdictional battles, there are often competing orders from different courts. It would not be realistic if the party that “lost” the jurisdictional battle could not ask for the discharge of an ASI that it had obtained. 
  • In the case of ASIs, the distinction between interim and final orders is blurred. Interim orders can be discharged by permission of the court to discontinue proceedings (as
  • Deutsche Bank has done for a similar ASI against RCA, made on an interim basis). It would only create confusion and uncertainty if there was no mechanism to discharge a final ASI. 
• Coercion: Whilst recognising that UniCredit was under commercial pressure due to the Russia Ruling, the CoA did not view this as a decisive factor against varying the ASI. UniCredit is a major financial institution capable of making its own decisions and had presumably decided it is in its interests to discharge the ASI. The CoA could not second-guess this decision.
• Public policy: The CoA noted several potential public policy concerns, and in each case considered whether this militated against making the order sought. In particular, the CoA said that it would be a concern.
  • If pressure were being applied to the CoA by the Russian court: However, the Russia Ruling was made in personam against UniCredit and does not operate against the English court.
  • If the Russia Ruling was contrary to Russia’s obligations under the New York Convention: Whilst the Russia Ruling was a very strong order, the Russian court was enforcing its own laws as to jurisdiction. Whilst those laws conflict with the English court’s approach, that did not amount to a strong public policy reason to refuse UniCredit’s application, which UniCredit had made in its own commercial interests. There was no suggestion that the CoA was being asked to condone a breach of international law.
  • If granting UniCredit’s application would violate UK sanctions on Russia: The CoA decided that whilst the actions of RCA and the Russian court no doubt appear to be directed at circumventing UniCredit’s inability to pay due to EU sanctions, the application does not seem to be inhibited by UK sanctions. The CoA did note that if the most recent EU sanctions package were applicable to the UK, then it could see how it could be argued that the application should be refused. 
  • RCA’s refusal to comply with the English court’s orders: The CoA expressed its disapproval of RCA’s actions, not least given that in last year’s SC hearing RCA said it would comply with the English court’s orders. Nevertheless, the CoA took a pragmatic approach, noting that ultimately RCA is in a factually better position than UniCredit because it has no assets or officers within the jurisdiction of the English court, whereas UniCredit does have assets in Russia. 

Whilst there were some English public policy reasons for refusing UniCredit’s application, the CoA decided that they did not strongly militate against discharging the ASI.

• Discretionary balancing exercise: The CoA decided to grant UniCredit’s application, taking into account that UniCredit is a commercial party acting in its own interests and it would be unjust to force UniCredit to risk substantial penalties in Russia that could be avoided by the CoA varying the ASI. 

The CoA decided to vary rather than discharge the ASI. It discharged the injunctive relief in the ASI, but decided it would have been unsatisfactory to discharge the other parts of the ASI that reflect the CoA’s and SC’s prior decisions in the case.

Conclusion

It remains the case that the English court is prepared to grant ASIs to support foreign arbitrations where there are sufficient connections to England. The English court is also pragmatic and prepared to vary or discharge those ASIs when appropriate, particularly if the party that holds the ASI requests to do so for its own commercial interests. 

More broadly, this case emphasises that the location of assets in disputes of this nature is of the utmost importance and is a stark reminder of the practical difficulties that may arise in disputes with Russian counterparties.