## Facts

- Dammers & Van der Heide’s Scheepvaart en Handelsbedrijf BV (Dammers), a Dutch company, claimed Tropical Shipping Company (Tropical) owed it money arising out of their commercial dealings.
- Dammers had earlier commenced proceedings in Bordeaux, France and obtained an order for conservatory sequestration of a Tropical-owned vessel there.
- The French sequestration was lifted after Tropical provided court-authorized security; the French proceeding was described as limited in scope, with certain arguments reserved.
- When Tropical’s vessel (identified in the dispute as the *Dabema*) was in the Netherlands, Dammers pursued Dutch proceedings connected to its claim and sought protective relief in the Netherlands (a conservatory sequestration/arrest of the vessel) to secure payment.
- Tropical objected to the Dutch proceedings, arguing Dutch courts lacked jurisdiction under the 1968 Brussels Convention.
- Tropical relied on the Convention’s treatment of corporate “seat/domicile” and argued its true seat was in France (a Contracting State), even though Tropical was incorporated in Liberia.
- Tropical further contended that, under the private-international-law rules said to apply, French law (and/or Liberian law as it operated in this context) recognized Tropical’s domicile as being in France.
- Dammers responded that Dutch conflict rules controlled the reference to the applicable law for determining Tropical’s seat; under Dutch conflict rules, Liberian law governed because Tropical was incorporated in Liberia, and under Liberian law Tropical’s seat was in Liberia.
- Dammers also argued in the alternative that, even if French law were consulted, Tropical should not be treated as domiciled in France because it had not satisfied French corporate formalities and its claimed French office was largely an empty shell.

## Issues

1. Under the Brussels Convention, how is a company’s “seat/domicile” determined when the company is incorporated in a non-Contracting State but is alleged to have its true seat in a Contracting State?
2. If the Convention did not confer (or restrict) jurisdiction on the Dutch courts on these facts, could Dutch courts grant conservatory sequestration of a vessel located in the Netherlands to secure the claimed debt notwithstanding the earlier French sequestration and security?
3. Did the prior Bordeaux proceeding and the security posted there bar, suspend, or otherwise limit the Dutch proceedings or Dutch protective measures?

## Decision

- The Hague Court of Appeal rejected Tropical’s Brussels Convention-based objection and allowed the Dutch proceedings and protective measure to stand.
- In addressing the Convention objection, the court treated the determination of a company’s jurisdictional seat/domicile as requiring recourse to applicable private-international-law rules, and it did not accept Tropical’s attempt to place its domicile in France simply by asserting a French true seat.
- On the record as presented, the court did not treat the earlier Bordeaux sequestration (and the substitution of security) as preventing Dutch protective relief against the vessel located in the Netherlands.
- The court upheld the Dutch conservatory sequestration as a permissible protective measure to secure Dammers’s monetary claim.

## Legal Principles

- When the Brussels Convention requires a determination of a company’s “seat/domicile,” the analysis may depend on private-international-law rules identifying which system of law governs the seat inquiry; a mere assertion of a “true seat” in a Contracting State is not necessarily decisive.
- A defendant’s incorporation in a non-Contracting State can be significant to whether the Convention’s jurisdiction scheme controls the dispute and whether national rules remain available.
- Dutch courts may grant conservatory sequestration of assets located in the Netherlands as security for a monetary claim even where related proceedings have been brought elsewhere and even where security has been posted abroad, provided the Dutch requirements for protective relief are satisfied.
- The existence of an earlier foreign sequestration and substituted security does not, by itself, bar a later Dutch conservatory sequestration aimed at securing the same underlying claim.

## Conclusion

*Tropical Shipping Co. v. Dammers & Van der Heide’s Scheepvaart en Handelsbedrijf BV* concerns Dammers’s effort to secure a claimed debt by obtaining conservatory sequestration of Tropical’s vessel in the Netherlands despite earlier French proceedings and security. The Hague Court of Appeal declined to block the Dutch proceedings based on Tropical’s Brussels Convention objection and upheld the Dutch protective measure, treating the corporate seat/domicile question as dependent on the relevant private-international-law approach and finding no automatic preclusion from the prior Bordeaux sequestration and security.


Tropical Shipping Co. v. Dammers & Van der Heide's Scheepvaart en Handelsbedrijf BV, [1982] ECC 353 (1979)