More food for thought: Tyson International Co Ltd v GIC Re [2026] EWCA Civ 40

The Court of Appeal has issued the latest decision arising from the efforts of Tyson Food’s captive insurer to recover from reinsurers following a fire in a poultry rendering plant.

The background facts are as follows:

On 30 June 2021, GIC entered reinsurance contracts with the Tyson captive in the form of Market Reform Contracts (MRCs), which provided for English law and the exclusive jurisdiction of the English courts.
On 9 July 2021, the parties agreed facultative certificates covering the same reinsurance in the form of Market Uniform Reinsurance Agreements (‘MURAs’). These provided for New York law and contained a New York arbitration clause. They also contained the following words (referred to as the ‘Confusion Clause’):

RI slip [the MRC] to take precedence over reinsurance certificate [the MURA] in case of confusion.

Following the fire, GIC sought to avoid the reinsurance contracts for alleged misrepresentation.

You can see where this is going… where should the dispute be heard: in the English Commercial Court or by an arbitral tribunal in New York?
At first instance, the English court held that the Confusion Clause meant the MRCs prevailed over the MURAs and that the matter should be dealt with in the London court under English law.
GIC appealed, saying:

the Confusion Clause only applied if a MURA clause was uncertain, but the New York arbitration clause was not uncertain; and
the two dispute resolution provisions were reconcilable on the basis that the New York arbitration clause had priority, and the English jurisdiction clause provided auxiliary or supervisory jurisdiction over the New York arbitration.

The Court of Appeal upheld the first instance decision. It found the Confusion Clause had the same effect as any other ‘hierarchy’ clause where the parties had agreed more than one document. The clause said the MRC prevailed, and so the MRC prevailed.

As one of a brace of Court of Appeal decisions on near-identical facts, this case again demonstrates the pitfalls of agreeing a facultative reinsurance certificate on different terms to an MRC for the same risk.

Yet in this case, unlike in the sister decision of Tyson Foods v Partner Re (see Certain… or certifiable?: ‘Facultative Reinsurance Certificates’ and Tyson v PartnerRe), the Confusion Clause meant the document agreed earlier in time prevailed over the later document.

A more contract-certain outcome? We say yes.

For guidance on drafting MRC or MURA agreements, or facultative reinsurance certificates generally, please contact our expert team.

Andrew Schütte – Partner
ASchutte@keoghs.co.uk

Neema Daniel - Assistant Solicitor
NDaniel@keoghs.co.uk