In a recent case relating to the breach of various confidentiality obligations included in the parties’ original agreement (“Conductive Inkjet Technology Ltd v Uni-Pixel Displays Inc [2013] EWHC 2968)”:http://www.bailii.org/ew/cases/EWHC/Ch/2013/2968.html, the High Court considered whether a contract can be formed in two different jurisdictions. In particular, COT, an English technology Co. brought proceedings against UPD, a Texan film manufacturing and design Co., due to UPD’s alleged use of CIT’s proprietary information in breach of various confidentiality obligations. These obligations included provisions in a non-disclosure agreement (NDA) which was signed on behalf of CIT in England and by UPD in the US, having been agreed to by the parties in an e-mail exchange shortly beforehand. The parties opted not to include a choice of law and jurisdiction clause, as they could not agree on one.

Although the general rule is that the contract is made at the time and place where the relevant party accepts the offer and communicates its acceptance to the offeror, the High Court ruled that it is possible for a contract to be made in two places at once. In order to reach this decision, the Court took account of the fact that the parties had expressly agreed not to incorporate a choice of law and jurisdiction clause into the contract.

Source: Kingsley Napley, Katie Allard, “High Court finds contract to have been formed in two different jurisdictions”:http://www.lexology.com/library/detail.aspx?g=89ea6803-efea-48c4-9c10-1b9e48116fee, Lexology