No Free Pick-and-Mix: Third-Party Rights Come with Clauses Attached

Third-party rights under English law are rarely a free lunch. In Campeau v Gottex Real Asset Fund 1 (OE) Waste Sarl [2025] EWHC 2322 (Comm), the High Court confirmed that if you want to enforce rights under a contract, you may also inherit its burdens – including the jurisdiction clause.

Mr Campeau, a director of the target company, relied on protections in a sale and purchase agreement under the Contracts (Rights of Third Parties) Act 1999. He argued that Luxembourg proceedings against him breached those protections and issued in England, serving out without permission by relying on the SPA’s exclusive English jurisdiction clause.

The defendant said he couldn’t rely on a clause in a contract he wasn’t party to. The Court disagreed. The clause was drafted widely enough to cover third-party disputes, and under s 1(4) CRTPA, a third party must enforce rights “in accordance with any other relevant term of the contract”, which here included the jurisdiction clause. CPR 6.33(2B) therefore allowed service out without permission.

Why it matters:

• Construction counts: broad wording in jurisdiction clauses (“any dispute in connection with this deed”) will likely bind third-party enforcers.
• Statutory overlay: s 1(4) CRTPA hardwires jurisdiction / arbitration clauses into the bundle of terms binding third parties.
• Procedural bite: CPR 6.33(2B) makes it easier to serve abroad where an exclusive jurisdiction clause applies – even for third parties.

The punchline? Third-party rights can be powerful tools – but they come with strings attached. If you want the benefits of a contract, you should play by all its rules.

Third-party rights can be powerful tools – but they come with strings attached.