Choose Your Destiny: When Settlement Agreements Trump Earlier DR Clauses

In Destin Trading Inc v Saipem SA [2025] EWHC 668 (Ch), the High Court gave commercial parties a helpful reminder: when you settle a dispute, you are not just putting the underlying claims to bed — you may also be rewriting the rules about how future battles are fought.

Destin and Saipem had a series of framework agreements specifying ICC arbitration as the dispute resolution method. Those agreements were terminated by a settlement agreement, in which the parties agreed to give the English courts exclusive jurisdiction. When Destin issued a misrepresentation claim in the High Court about the settlement itself, Saipem tried to reroute it to arbitration under the old terms. The court said: no dice, and refused to stay the proceedings under section 9 of the Arbitration Act 1996. 

Here is why it matters:

🔹 Out with the old – the court confirmed that, where a settlement agreement has different DR provisions, they will generally override earlier ones (Monde Petroleum followed). This settlement agreement had an "entire agreement" clause, clear exclusive jurisdiction wording and was expressed in broad terms to cover “any dispute”, meaning it was interpreted as the final word.

🔹 Claims arise from the new deal – critically, the court found that the “legal source” of the claim was the settlement agreement, not the prior contracts; it was therefore firmly in court territory, not arbitration land.

🔹 Boilerplate is not just boring – entire agreement and DR clauses may seem routine, but they carry real weight — especially in settlements. As the court put it, clarity in drafting wins. If the intention is for earlier arbitration rights to apply to disputes under the settlement agreement, say so. Clearly. But if you are changing course, make sure your dispute resolution clause changes too.

Key takeaways:

🔹 Check the DR clause in your settlement agreement – if your earlier contracts had arbitration clauses, but your settlement agreement specifies court proceedings, you may have just swapped forums - at least as far as disputes under any settlement are concerned. Be clear about which route you are taking.

🔹 Clarity beats default routes – even with strong support for arbitration, the courts will prioritise what the parties actually agreed to. If a dispute under your latest contract points to court, do not expect a detour to previously agreed arbitration.

🔹 This reflects a healthy system – Destin reinforces that the English courts are not undermining arbitration but simply upholding the freedom of contract. In a maturing dispute-resolution landscape, that is vital.

Final word: whether you are choosing arbitration or courts, what matters is that you specify your choice and do so clearly. Otherwise, you might find your dispute resolution destiny being decided for you...

This article is co-authored by DR Director Rhiannon Price - Burges Salmon.

As the court put it, clarity in drafting wins. If the intention is for earlier arbitration rights to apply to disputes under the settlement agreement, say so. Clearly.